Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Units shall be are entitled to be allocated income and gain paid out of the assets of the Partnership legally available for distribution to effectively enable them to receive its Partners a liquidation preference (the "Liquidation Preference") of (ix) $25 per Series A Preferred UnitUnit (the “Series A Base Liquidation Preference”), plus (ii) accumulated, accrued an amount equal to all accumulated and unpaid distributions (whether or to, but not earned or declared) to including, the date of final the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be assets is made to any holder of Common Units or Junior Units upon the liquidation, dissolution or winding up of the PartnershipPreferred Units. (b) If, If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference above described preferential amount and liquidating payments on any other class or series of Parity Partnership Preferred Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Partnership Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Partnership Preferred Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesPreferred Units, any other series or class or classes of Junior Partnership Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Partnership Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Class Twelve Partnership Preferred Units shall be then outstanding are entitled to be allocated income and gain receive out of the assets of the Partnership legally available for distribution to effectively enable them to receive its members or equity holders however denominated a liquidation preference equal to the sum of the following (collectively, the "“Liquidation Preference") of ”): (i) $25 1,000 per Class Twelve Partnership Preferred Unit, plus (ii) accumulated, accrued and all accumulated but unpaid distributions (whether or not earned or declared) to thereon through and including the date of final payment, and (iii) if applicable, the Redemption Premium (as defined below) then in effect, before any distribution of assets is made to holders of any other class or series of Partnership Units that ranks junior to the Class Twelve Partnership Preferred Units as to liquidation rights. (b) In the event that, upon any such holders; but voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Partnership are insufficient to pay the full amount of the Liquidation Preference on all outstanding Class Twelve Partnership Preferred Units, then the holders of the Class Twelve Partnership Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of the Class Twelve Partnership Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) Upon the Partnership’s provision of written notice as to the effective date of any such liquidation, dissolution or winding up of the Partnership, accompanied by a check or wire transfer of immediately available funds in the amount of the full Liquidation Preference to which each record holder of the Class Twelve Partnership Preferred Units is entitled, the Class Twelve Partnership Preferred Units shall no longer be deemed outstanding Partnership Units and all rights of the holders of the Class Twelve Partnership Preferred Units will terminate. (e) The consolidation or merger of the Partnership with or into any other business enterprise or of any other business enterprise with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the assets or business of the Partnership, shall not be entitled deemed to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the constitute a liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon Each 7.00% Cumulative Convertible Preferred Unit shall be entitled to a liquidation preference of $28.00 per 7.00% Cumulative Convertible Preferred Unit (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation Operating Partnership pursuant to Article VIII of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleAgreement, the holders of 7.00% Cumulative Convertible Preferred Units then outstanding shall be entitled to be allocated income paid out of the assets of the Operating Partnership available for distribution, after and gain subject to effectively enable them the payment in full of all amounts required to receive a liquidation preference (be distributed to the "holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference") Preference of (i) $25 per the 7.00% Cumulative Convertible Preferred UnitUnits held by such holder, plus (ii) accumulated, an amount equal to accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to thereon, if any. If upon any such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of Operating Partnership the Partnership, the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of Preferred Partnership Senior Units shall be insufficient to pay the holders of the 7.00% Cumulative Convertible Preferred Units the full amount to which they shall be entitled, the holders of the 7.00% Cumulative Convertible Preferred Units and the holders of any series of Parity Units shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and liquidating payments on any Parity Partnership Unitsaccumulated and unpaid distributions to which they are entitled, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of 7.00% Cumulative Convertible Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation of income payment or gain distribution by the Partnership (whether of capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class Eleven Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per receive, for each Class Eleven Partnership Preferred Unit, the Liquidation Preference thereof, plus (ii) all accumulated, accrued and unpaid distributions (whether or not earned or declared) to thereon, if any, to, but excluding, the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class Eleven Partnership Preferred Units have been paid the Liquidation Preference in full, plus all accumulated, accrued and unpaid distributions thereon, if any, to, but excluding, the date of final distribution to such holders, no allocation of income or gain payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable legally available for distribution among the holders of Class Eleven Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other units of any class or series of Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class Eleven Partnership Preferred Units and any such other Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Eleven Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 5, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's ’s assets, and (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class Eleven Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in Section 5(a) any series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class Eleven Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein. (c) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership) by distribution, redemption or other acquisition of units of the Partnership or otherwise is permitted under the Act, no effect shall be given to amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Partnership Units whose preferential rights upon dissolution are superior or prior to those receiving the distribution.

Liquidation Preference. (a) Upon 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Series 2017 Junior Partnership Units, to the extent possible, the holders of Series 2017 Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference $10.00 per Series 2017 Preferred Unit (the "“Series 2017 Liquidation Preference") of (i) $25 per Preferred Unit”), plus (ii) accumulated, accrued and unpaid an amount per Series 2017 Preferred Unit equal to all distributions (whether or not earned declared or declaredearned) to accrued and unpaid on the date of final distribution to such holdersSeries 2017 Preferred Unit; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Series 2017 Preferred Units have been paid the Series 2017 Liquidation Preference in full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2017 Preferred Unit to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Series 2017 Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series 2017 Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Series 2017 Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series 2017 Preferred Units and any such Series 2017 Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series 2017 Preferred Units and any such other Series 2017 Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) 4.2 Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Series 2017 Preferred Units and any Series 2017 Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Series 2017 Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series 2017 Preferred Units and any Series 2017 Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation Operating Partnership pursuant to Article VIII of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleAgreement, the holders of 8.00% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be allocated income paid out of the assets of the Operating Partnership available for distribution, after and gain subject to effectively enable them the payment in full of all amounts required to receive a liquidation preference (be distributed to the "holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference") Preference of (i) $25 per the 8.00% Cumulative Redeemable Preferred UnitUnits held by such holder, plus (ii) accumulated, an amount equal to accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to thereon, if any. If upon any such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of Operating Partnership the Partnership, the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of Preferred Partnership Senior Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the 8.00% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would full amount to which they shall be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidationentitled, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of the 8.00% Cumulative Redeemable Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributedUnits, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleGeneral Partner, in its capacity as holder of the holders of Series B Preferred Units Units, shall be entitled to be allocated income receive Twenty Eight Dollars and gain to effectively enable them to receive a liquidation preference Fifty Cents ($28.50) (the "Series B Liquidation PreferencePreferencE") of (i) $25 per Series B Preferred Unit, Unit plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders the General Partner, in its capacity as the holder of Series B Preferred Units shall not be entitled to any further allocation payment; provided that the distribution payable with respect to the Distribution Period containing the date of income final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or gain(ii) the distribution determined pursuant to clause (b) of the first sentence of Section 2(A) for the preceding Distribution Period. Until all the holders of the Series B Preferred Units have been paid paid, the Series B Liquidation Preference in full, no allocation of income or gain payment will be made to any holder of Junior Units upon the liquidation, dissolution dissolution, or winding up of the Partnership. (b) General Partner. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of Series B Preferred Partnership Units Units, shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other class or series of Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series B Preferred Units, and the holders of Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 3, (cx) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations limited liability companies, corporations, real estate investment trusts or other entitiesentities and (y) a sale, lease or a sale or transfer conveyance of all or substantially all of the Partnership's assetsproperty or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (dB) Upon Subject to the rights of the holders of Partnership Units of any Parity Units upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series B Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 3, any other series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series B Preferred Units and any Parity Partnership Units Units, shall not be entitled to share therein.

Liquidation Preference. (a1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class H Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty Five Dollars ($25) per Class H Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class H Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class H Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class H Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class H Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class H Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class H Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class H Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (d2) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class H Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class H Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon A. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership (a “Liquidation”), each of the holders of the then outstanding Series A Preferred Units shall be entitled to be paid out of the Partnership, ’s assets available for distribution to its Partners before any allocation payment or distribution of income the Partnership’s assets (whether capital or gain by the Partnership surplus) shall be made to or set apart for the holders of any Junior Partnership Units, Units an amount in cash per Series A Preferred Unit equal to the extent possiblegreater of (i) the sum of (A) the Series A Liquidation Preference plus (B) all unpaid cumulated and accrued Distributions on such Series A Preferred Unit, and (ii) an amount equal to the amount the holder of such Series A Preferred Unit would have received upon a Liquidation had such Series A Preferred Unit been converted into Common Units immediately prior to such Liquidation (such greater amount, the “Series A Liquidation Payment Amount”). If the Partnership’s assets available for distribution to the holders of Series A Preferred Units and Parity Units shall be insufficient to permit payment in full to such holders of the sums which such holders are entitled to receive in a Liquidation, then all of the assets available for distribution to the holders of Series A Preferred Units and Parity Units shall be distributed among and paid to such holders ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full. After payment in full of the Series A Liquidation Payment Amount, the holders of the Series A Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall will not be entitled to any further allocation participation in any distribution of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of assets by the Partnership. (bB. Upon any such Liquidation, after the holders of Series A Preferred Units and Parity Units shall have been paid in full in accordance with Section 3(A) If, upon any liquidation, dissolution or winding up of the Partnershipabove, the remaining assets of the Partnership, or proceeds thereof, distributable among Partnership shall be distributed to the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Junior Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. C. For the purposes of this Section 3, neither (ci) A the voluntary sale, lease, conveyance, exchange or involuntary liquidationtransfer (for cash, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnershipsshares, corporations securities or other entities, or a sale or transfer consideration) of all or substantially all of the Partnership's assets. ’s property or assets nor (dii) Upon any liquidation, dissolution the merger or winding up other business combination of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units with one or more Persons shall be entitled to receive any and all assets remaining deemed to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereina Liquidation.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series A Preferred Units shall be are entitled to be allocated income paid out of the assets of the Partnership legally available for distribution to its partners, after payment of or provision for the Partnership’s debts and gain to effectively enable them to receive other liabilities, a liquidation preference of $25.00 per Series A Preferred Unit (the "“Base Liquidation Preference") of (i) $25 per Preferred Unit”), plus (ii) accumulated, an amount equal to any accrued and unpaid distributions (whether or not earned authorized or declareddeclared by the General Partner) thereon to and including the date of final payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to such holders; but such holders shall not be entitled partners are insufficient to pay in full the liquidation preference on the Series A Preferred Units and the liquidation preference on any further allocation of income or gain. Until Parity Preferred Units, all assets distributed to the holders of the Series A Preferred Units have been paid and any Parity Preferred Units shall be distributed pro rata so that the Liquidation Preference amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in full, no allocation all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Written notice of income or gain will be made to any holder of Junior Units upon the distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership. (b) If, upon stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, the assets affairs of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein...

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income payment or gainallocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series B Preferred Partnership Units shall be then outstanding are entitled to be allocated income and gain paid out of the assets of the Partnership legally available for distribution to effectively enable them to receive its partners a liquidation preference (the "Liquidation Preference") of (i) $25 25.00 per Preferred Unitshare, plus (ii) accumulated, an amount equal to any accrued and unpaid distributions (whether or not earned or declared) to the date of final payment, before any distribution of assets is made to holders of Common Units or any other class or series of Partnership Units that ranks junior to the Series B Preferred Partnership Units as to liquidation rights. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Partnership Units will have no right or claim to any of the remaining assets of the Partnership. (b) In the event that, upon any such holders; but voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Partnership Units and the corresponding amounts payable on all Partnership Units of other classes or series of Partnership Units ranking on a parity with the Series B Preferred Partnership Units in the distribution of assets, then the holders of the Series B Preferred Partnership Units and all other such classes or series of Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Partnership Units at the respective addresses of such holders as the same shall appear in the books and records of the Partnership. (d) The consolidation, combination or merger of the Partnership with or into any other corporation, partnership or entity or consolidation or merger of any other corporation with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the Partnership’s assets, property or business or any statutory share exchange, shall not be entitled deemed to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the constitute a liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of In the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders event of any Junior Partnership Units, to the extent possibleLiquidation Event, the holders of Preferred Units shall Holders will be entitled to receive, prior in preference to any distribution to Junior Securities, but in parity with any distribution to Parity Securities, an amount per share equal to the Issue Price Per Share. If, upon the occurrence of a Liquidation Event, the assets and funds available to be allocated income distributed among the Holders and gain to effectively enable them to receive a liquidation preference any holders of Parity Securities (collectively, the "Liquidation PreferenceParity Holders") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) are insufficient to permit the payment to the date of final distribution to Holders and such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders Parity Holders of the Preferred Units have been paid full preferential amounts due to the Liquidation Preference in fullHolders and such Parity Holders, no allocation respectively, then the entire assets and funds of income or gain the Company legally available for distribution will be made distributed among the Holders and such Parity Holders, pro rata, based on the respective liquidation amounts to which the Series B Preferred Stock and any holder such series of Junior Units upon Parity Securities is entitled pursuant to the liquidation, dissolution or winding up Company's Articles of the PartnershipIncorporation and any duly adopted certificate(s) of designation relating thereto. (b) If, upon any liquidation, dissolution or winding up Upon the completion of the Partnershipdistribution required by Section 7(a), if any assets remain in the Company, such assets of the Partnership, or proceeds thereof, distributable among the will be distributed to holders of Preferred Partnership Units shall be insufficient to pay Junior Securities in full accordance with the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders Company's Articles of Preferred Units Incorporation and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in fullduly adopted certificate(s) of designation relating thereto. (c) A voluntary At each Holder's option, a sale, conveyance or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer disposition of all or substantially all the assets of the Partnership's assetsCompany to a private entity, the common stock of which is not publicly traded, will be deemed to be a Liquidation Event within the meaning of this Section 7 (a Holder who elects to have a transaction so deemed is referred to herein as a "Liquidating Holder"); provided, however, that with respect to each Holder, any event described in the preceding clause that such Holder does not elect to treat as a Liquidation Event, or any merger, consolidation, acquisition or other business combination of the Company with or into any other company or companies will not be treated as a Liquidation Event within the meaning of this Section 7, but instead will be treated pursuant to Section 5(c)(ii). (d) Upon Prior to the closing of any liquidationtransaction described in Section 7(c) that could, dissolution at each Holder's option, be deemed a Liquidation Event, the Company will either (i) make all cash distributions it is required to make to the Liquidating Holders pursuant to the first sentence of Section 7(a); (ii) set aside sufficient funds from which any cash distributions required to be made to the Liquidating Holders may be made; or winding up (iii) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to the Company from a sale of all or substantially all the assets of the Partnership, after all allocations shall have been made in full Company will be used to make any required liquidating payments to the holders Liquidating Holders immediately after the consummation of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencessuch sale. In the event that the Company has not fully complied with either of the foregoing alternatives, any Junior Partnership Units shall be entitled to receive any and all assets remaining the Company will either: (x) cause such closing to be paid postponed until the Company has so complied; or distributed(y) cancel such transaction, and in which event the holders rights of the Preferred Units and any Parity Partnership Units shall not Holders will be entitled the same as existing immediately prior to share thereinsuch proposed transaction.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series D Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference One Hundred Dollars ($100.00) (the "Liquidation Preference") of (i) $25 per Series D Partnership Preferred UnitUnit , plus an amount per Series D Partnership Preferred Unit equal to all dividends (iiwhether or not declared) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Series D Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation payment; provided, that the dividend payable with respect to the Dividend Period (as such term is defined in the Series D Articles Supplementary) containing the date of income final distribution shall be equal to the greater of: (i) the dividend provided in Section 3(a)(i) or gain(iii), as applicable, of the Series D Articles Supplementary; or (ii) the dividend determined pursuant to Section 3(a)(ii) of the Series D Articles Supplementary for the preceding Dividend Period. Until all the holders of the Series D Partnership Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series D Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series D Partnership Preferred Units and any such Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations partnerships or other entities, or (ii) a sale sale, lease, conveyance or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Series D Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series D Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of In the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders event of any Junior Partnership Units, to the extent possibleLiquidation Event, the holders of Preferred Units shall Holders will be entitled to receive, prior in preference to any distribution to Junior Securities, but in parity with any distribution to Parity Securities, an amount per share equal to the Issue Price Per Share. If, upon the occurrence of a Liquidation Event, the assets and funds available to be allocated income distributed among the Holders and gain to effectively enable them to receive a liquidation preference any holders of Parity Securities (collectively, the "Liquidation PreferenceParity Holders") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) are insufficient to permit the payment to the date of final distribution to Holders and such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders Parity Holders of the Preferred Units have been paid full preferential amounts due to the Liquidation Preference in fullHolders and such Parity Holders, no allocation respectively, then the entire assets and funds of income or gain the Company legally available for distribution will be made distributed among the Holders and such Parity Holders, pro rata, based on the respective liquidation amounts to which the Series A Preferred Stock and any holder such series of Junior Units upon Parity Securities is entitled pursuant to the liquidation, dissolution or winding up Company's Articles of the PartnershipIncorporation and any duly adopted certificate(s) of designation relating thereto. (b) If, upon any liquidation, dissolution or winding up Upon the completion of the Partnershipdistribution required by Section 7(a), if any assets remain in the Company, such assets of the Partnership, or proceeds thereof, distributable among the will be distributed to holders of Preferred Partnership Units shall be insufficient to pay Junior Securities in full accordance with the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders Company's Articles of Preferred Units Incorporation and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in fullduly adopted certificate(s) of designation relating thereto. (c) A voluntary At each Holder's option, a sale, conveyance or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer disposition of all or substantially all the assets of the Partnership's assetsCompany to a private entity, the common stock of which is not publicly traded, will be deemed to be a Liquidation Event within the meaning of this Section 7 (a Holder who elects to have a transaction so deemed is referred to herein as a "Liquidating Holder"); provided, however, that with respect to each Holder, any event described in the preceding clause that such Holder does not elect to treat as a Liquidation Event, or any merger, consolidation, acquisition or other business combination of the Company with or into any other company or companies will not be treated as a Liquidation Event within the meaning of this Section 7, but instead will be treated pursuant to Section 5(c)(ii). (d) Upon Prior to the closing of any liquidationtransaction described in Section 7(c) that could, dissolution at each Holder's option, be deemed a Liquidation Event, the Company will either (i) make all cash distributions it is required to make to the Liquidating Holders pursuant to the first sentence of Section 7(a); (ii) set aside sufficient funds from which any cash distributions required to be made to the Liquidating Holders may be made; or winding up (iii) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to the Company from a sale of all or substantially all the assets of the Partnership, after all allocations shall have been made in full Company will be used to make any required liquidating payments to the holders Liquidating Holders immediately after the consummation of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencessuch sale. In the event that the Company has not fully complied with either of the foregoing alternatives, any Junior Partnership Units shall be entitled to receive any and all assets remaining the Company will either: (x) cause such closing to be paid postponed until the Company has so complied; or distributed(y) cancel such transaction, and in which event the holders rights of the Preferred Units and any Parity Partnership Units shall not Holders will be entitled the same as existing immediately prior to share thereinsuch proposed transaction.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders holder of any Junior Partnership Units, to the extent possible, the holders of Series C Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference the greater of: (the "Liquidation Preference"x) of (iTwenty-Five Dollars($25.00) $25 per Preferred Series C Partnership Unit, plus an amount per Series C Partnership Preferred Unit equal to all dividends (iiwhether or not declared) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Series C Preferred Stock to the date of final distribution to such holders; or (y) the amount per Series C Partnership Preferred Unit a holder would receive if such holder converted his or her Series C Partnership Preferred Units into Partnership Common Units immediately prior to such liquidation, dissolution or winding-up (the “Liquidation Preference”); but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Series C Partnership Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series C Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series C Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series C Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, the occurrence of an event described in paragraph (cii) A voluntary or involuntary of the definition of Change of Control shall be deemed a liquidation, dissolution or winding up of the Partnership will not include a consolidation up, voluntary or merger of the Partnership with one or more partnershipsinvoluntary, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets, unless waived in writing by a majority in interest of the holders of the Series C Partnership Preferred Units. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Series C Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series B Preferred Units shall be are entitled to be allocated income paid out of the assets of the Partnership legally available for distribution to its Partners, after payment of or provision for the Partnership’s Debts and gain to effectively enable them to receive other liabilities, a liquidation preference of $25.00 per unit (subject to appropriate adjustment in the event of a unit distribution, unit split, combination or other similar recapitalization with respect to the Series B Preferred Units) (the "“Base Liquidation Preference") of (i) $25 per Preferred Unit”), plus (ii) accumulated, an amount equal to any accrued and unpaid distributions (whether or not earned authorized or declared) thereon to and including the date of final payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to such holders; but such holders shall not be entitled Partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units and the liquidation preference on any further allocation of income or gain. Until Parity Preferred Units, all assets distributed to the holders of the Series B Preferred Units have been paid and any Parity Preferred Units shall be distributed pro rata so that the Liquidation Preference amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in full, no allocation all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Written notice of income or gain will be made to any holder of Junior Units upon the distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership. (b) If, upon stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s Properties or business shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, the assets affairs of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of 10% Cumulative Redeemable Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference one thousand dollars ($1,000.00) per 10% Cumulative Redeemable Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per 10% Cumulative Redeemable Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of 10% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the 10% Cumulative Redeemable Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the 10% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of 10% Cumulative Redeemable Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of 10% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such 10% Cumulative Redeemable Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") per Preferred Unit equal to the sum of (i) the quotient obtained by dividing $25 per 8 by the lesser of (a) the Dividend Yield on the Previous General Partner's Class D Cumulative Preferred UnitStock as of the date of such liquidation, dissolution or winding up, or (b) the average of the Dividend Yields of the three preferred stocks listed on Annex I hereto as of the date of such liquidation, dissolution or winding up, plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall will not be entitled to any further allocation of income payment or gainallocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) b. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) c. A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) d. Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon Each 7.50% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $100.00 per 7.50% Cumulative Redeemable Preferred Unit (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation Operating Partnership pursuant to Article VIII of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleAgreement, the holders of 7.50% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be allocated income paid out of the assets of the Operating Partnership available for distribution, after and gain subject to effectively enable them the payment in full of all amounts required to receive a liquidation preference (be distributed to the "holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference") Preference of (i) $25 per the 7.50% Cumulative Redeemable Preferred UnitUnits held by such holder, plus (ii) accumulated, an amount equal to accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to thereon, if any. If upon any such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of Operating Partnership the Partnership, the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of Preferred Partnership Senior Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the 7.50% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would full amount to which they shall be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidationentitled, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of the 7.50% Cumulative Redeemable Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributedUnits, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 7.50% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (ai) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series B Preferred Units shall be are entitled to be allocated income and gain paid out of the assets of the Partnership legally available for distribution to effectively enable them to receive its Partners a liquidation preference (the "Liquidation Preference") of (ix) $25 per Series B Preferred UnitUnit (the “Series B Base Liquidation Preference”), plus (ii) accumulated, accrued an amount equal to all accumulated and unpaid distributions (whether or to, but not earned or declared) to including, the date of final the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be assets is made to any holder of Common Units or Junior Units upon the liquidation, dissolution or winding up of the PartnershipPreferred Units. (bj) If, If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series B Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference above described preferential amount and liquidating payments on any other class or series of Parity Partnership Preferred Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Parity Partnership Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Partnership Preferred Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (dk) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series B Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesPreferred Units, any other series or class or classes of Junior Partnership Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units and any Parity Partnership Preferred Units shall not be entitled to share therein. (l) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income distribution or gain by the Partnership payment shall be made to or set apart for the holders of any Junior Partnership Class A Units, to the extent possibleClass B Units, LTIP Units, or Junior Preferred Units, the holders of the 5.000% Series B Participating Preferred Units then outstanding shall be entitled to be allocated income paid, or have the Partnership declare and gain set apart for payment, out of the assets of the Partnership legally available for distribution to effectively enable them to receive its Partners after payment or provision for payment of all debts and other liabilities of the Partnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference (in cash or property at fair market value, as determined by the "Liquidation Preference") of General Partner, the sum of: (i) $25 per Preferred Unitthe Initial Liquidation Preference, plus (ii) accumulatedthe HPA Amount (if positive), and (iii) an amount per unit equal to any accrued and unpaid distributions (whether or not earned or declared) to to, but excluding, the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income payment or gain. Until all holders of the Preferred Units have been paid date the amount for payment is set apart for payment (the “Final Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the PartnershipPreference”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the PartnershipPartnership are insufficient to pay the full amount of the Final Liquidation Preference on all outstanding 5.000% Series B Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, or proceeds thereof, distributable among then the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of 5.000% Series B Participating Preferred Units and Parity Preferred Units shall share ratably in any such Parity Partnership Units ratably distribution of assets in proportion to the same proportion as full amount of the respective amounts that Final Liquidation Preference to which they would otherwise be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in fullrespectively entitled. (c) A Until September 30, 2020, the HPA Amount payable upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all affairs of the Partnership's assets, shall be subject to a cap as provided in Section 6(e) of the Articles Supplementary. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the 5.000% Series B Participating Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesPreferred Units, any other series or class or classes of Junior Partnership Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 5.000% Series B Participating Preferred Units and any Parity Partnership Preferred Units shall not be entitled to share therein. (e) After payment of the full amount of the Final Liquidation Preference to which they are entitled, holders of 5.000% Series B Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (f) For the avoidance of doubt, the consolidation or merger of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (g) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in Section 5(d) of the Articles Supplementary.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class A Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class A Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Class A Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class A Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class A Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class A Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class A Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class A Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class A Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class A Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class A Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class S Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class S Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class S Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class S Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class S Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class S Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class S Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class S Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class S Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class S Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class S Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class Y Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class Y Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Class Y Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class Y Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class Y Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class Y Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class Y Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class Y Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Y Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class Y Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class Y Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class G Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty Five Dollars ($25) per Class G Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount equal to all dividends (iiwhether or not earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on each share of Class G Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class G Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class G Preferred Stock to the date of final distribution to such holders, no allocation of income or gain payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class G Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferen- tial amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class G Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class G Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (d2) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class G Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class G Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series A CRA Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Five Hundred Thousand Dollars ($500,000.00) per Series A CRA Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Series A CRA Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Series A CRA Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Series A CRA Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Series A CRA Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A CRA Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series A CRA Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series A CRA Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Series A CRA Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A CRA Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class W Partnership Preferred Units shall be entitled to be allocated income receive Fifty-Two Dollars and gain to effectively enable them to receive a liquidation preference Fifty Cents ($52.50) per Class W Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Class W Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class W Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class W Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class W Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class W Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class W Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class W Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any ’s assets shall not be deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Partnership Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference $25.00 per Series A Preferred Partnership Unit (the "“Liquidation Preference"”) of (i) $25 plus an amount per Series A Preferred Unit, plus (ii) accumulated, accrued and unpaid Partnership Unit equal to all distributions (whether or not earned or declared) to accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Partnership Units shall not be entitled to any further allocation of income or gainpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Partnership Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section D, none of (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, (ii) a statutory Partnership Unit exchange or (iii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (dii) Upon Subject to the rights of the holders of Parity Units, upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section D, any series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon If any voluntary or involuntary liquidationDistribution, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleoccurs, the holders of Preferred Units Series A Holders shall be entitled to be allocated income receive, prior in preference to any Distribution to the holders of the Junior Securities, an amount per share equal to the Series A Original Issue Price, together with unpaid and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions dividends (whether or not earned or declared) on the Series A Preferred. If upon any such Distribution, and after payment in full of any amounts due the creditors of this corporation, the assets available to be distributed to the date Series A Holders shall be insufficient to pay to the Series A Holders the full preferential amounts due to the Series A Holders, then the entire assets of final this corporation legally available for distribution shall be distributed among the Series A Holders pro rata. (b) Upon the completion of the Distribution required by Section 4(a), if assets remain in this corporation, they shall be distributed to such holders; but such holders shall not be entitled of Junior Securities in accordance with this corporation’s Certificate of Incorporation, including any duly adopted certificate(s) of designation. (c) At the option of each Series A Holder, (i) a sale, conveyance or disposition of all or substantially all the assets of this corporation to any further allocation entity other than an Affiliate of income this corporation (a “Liquidating Transaction”) or gain. Until all holders (ii) any Fundamental Change shall be deemed to be a liquidation, dissolution or winding up within the meaning of the Preferred Units have been paid the Liquidation Preference this Section 4; provided, that any Liquidating Transaction or any Fundamental Change that a Series A Holder elects in full, no allocation of income or gain will be made writing not to any holder of Junior Units upon the treat as a liquidation, dissolution or winding up of this corporation shall not be treated as a liquidation, dissolution or winding up within the Partnership. (b) Ifmeaning of this Section 4(c), upon but instead shall be subject to Section 5(f). Any Series A Holder as to which any Liquidating Transaction or any Fundamental Change is treated as a liquidation, dissolution or winding up of this corporation under this Section 4(c) is referred to herein as a “Series A Liquidating Holder.” (d) Prior to the Partnershipclosing of a transaction described in Section 4(c) which would constitute a Liquidating Transaction or a Fundamental Change, this corporation shall either (i) make all cash distributions it is required to make to the assets Series A Liquidating Holders pursuant to the first sentence of Section 4(a), (ii) set aside sufficient funds from which the Partnership, cash distributions required to be made to the Series A Liquidating Holders can be made or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient (iii) establish an escrow or other similar arrangement with a third party pursuant to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or which the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or to this corporation from a sale or transfer of all or substantially all the assets of this corporation will be used to make the liquidating payments to the Series A Liquidating Holders immediately after the consummation of such sale. If this corporation has not fully complied with any of the Partnership's assets. foregoing alternatives, this corporation shall either: (dx) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall cause such closing to be postponed until such cash distributions have been made or (y) cancel such transaction, in full to which event the holders rights of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units the Series A Holders or other arrangements shall be entitled the same as existing immediately prior to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinsuch proposed transaction.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class X Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class X Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class X Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class X Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class X Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class X Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class X Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class X Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class X Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class X Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class X Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Partnership Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, Unit (the “Liquidation Preference”) plus (ii) accumulated, accrued and unpaid an amount per Unit equal to all distributions (whether or not earned or declared) to accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Partnership Units shall not be entitled to any further allocation of income or gainpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Partnership Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section D, none of (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, (ii) a statutory Unit exchange or (iii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (dii) Upon Until payment shall have been made in full to the holders of Series A Preferred Partnership Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units, upon the liquidation, dissolution or winding up of the Partnership. Subject to the rights of the holders of Parity Units, upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section D, any series or class or classes of Junior Partnership Units shall be entitled to receive receive, subject to any respective terms and provisions applying thereto, any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class B Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference One Hundred Dollars ($100) per Class B Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount equal to all dividends (iiwhether or not earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on each share of Class B Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class B Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class B Preferred Stock to the date of final distribution to such holders, no allocation of income or gain payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class B Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class B Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class B Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class B Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class B Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series N Preferred Units shall be entitled to be allocated income and gain receive out of the assets of the Partnership available for distribution to effectively enable them the Partners pursuant to receive Section 13.02.A of the Partnership Agreement a liquidation preference (the "Liquidation Preference") of (i) $25 25.00 per Series N Preferred Unit, plus (ii) accumulated, accrued an amount equal to any accumulated and unpaid distributions (whether or not earned or declaredauthorized) to the date of final payment (the “Series N Liquidation Value”), before any distribution of assets is made to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of any other Partnership Interests that rank junior to the Series N Preferred Units have been paid as to the Liquidation Preference in fulldistribution of assets upon the liquidation, no allocation dissolution or winding up of income or gain will be made the Partnership, but subject to any holder the preferential rights of Junior the holders of Partnership Interests ranking senior to the Series N Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among Partnership legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series N Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by and the Partnership, such assets, or corresponding amounts payable on all other Partnership Interests ranking on a parity with the proceeds thereof, shall be distributed among the holders of Series N Preferred Units and any such Parity Partnership Units ratably in as to the same proportion as distribution of assets upon the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and then the holders of the Series N Preferred Units, and all other holders of such Partnership Interests on a parity with the Series N Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series N Liquidation Value, the holders of the Series N Preferred Units, shall have no right or claim to any Parity of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership Units with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall not be entitled to share thereinconsidered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. Subject to the rights of any applicable Senior Units, in the event of (ai) Upon any voluntary a Liquidating Event, or involuntary liquidation(ii) the merger, dissolution consolidation, reorganization or winding up other combination of the PartnershipPartnership with or into another entity, before which events are approved by a majority of the Independent Directors (any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Unitssuch event, to the extent possiblean “Optional Liquidation Preference Event”), the holders of Class A Convertible Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per receive, in exchange for any Class A Convertible Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date out of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among an amount per Class A Convertible Preferred Unit equal to the holders of Class A Convertible Preferred Partnership Units shall be insufficient to pay in full the Unit Liquidation Preference and liquidating payments on Amount before any Parity Partnership Units, then following certain allocations made by the Partnership, such assetspayment is made, or the proceeds thereofany assets are distributed, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Common Units or Junior Units but following any payment to be made or any assets to be distributed to any Senior Units and concurrent with any payment to be made or any assets to be distributed to Pari Passu Units. With respect to an Optional Liquidation Preference Event, each holder of Class A Convertible Preferred Units will have the option, in such holder’s sole discretion, to exercise its right to receive, in exchange for any Class A Convertible Preferred Unit, the Class A Preferred Liquidation Preference plus all declared but unpaid Class A Preferred Distributions by delivering written notice to the Partnership of such election. If, in the event of a Liquidating Event or an Optional Liquidation Preference Event, the assets of the Partnership are insufficient to pay the total aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and any Parity Partnership declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, to those electing holders) and aggregate amounts, if any, to which the Pari Passu Units to enable them to receive their respective liquidation preferenceswould be entitled upon such Liquidating Event, any Junior Partnership the holders of such Class A Convertible Preferred Units shall share in any such distribution pro rata with the holders of all Pari Passu Units outstanding in proportion to the full amounts to which they would otherwise be respectively entitled to receive any and all assets remaining (i.e., the amount to be paid or distributed, and distributed to the holders of the Class A Convertible Preferred Units shall be equal to the product of (i) the amount available for distribution, multiplied by (ii) a fraction, the numerator of which is the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount plus any Parity Partnership accumulated and declared and unpaid Class A Preferred Distributions of the electing holders) and the denominator of which is the sum of the aggregate Class A Convertible Preferred Unit Liquidation Preference Amounts plus any accumulated and declared and unpaid Class A Preferred Distributions (in the case of an Optional Liquidation Preference Event, the aggregate Class A Convertible Preferred Unit Liquidation Preference Amount of the electing holders plus any accumulated and declared and unpaid Class A Preferred Distributions of such holders) and the aggregate amounts, if any, to which the Pari Passu Units would be entitled upon such Liquidating Event). All amounts distributed to any holder of Class A Convertible Preferred Units shall not be entitled in cash to share thereinthe extent cash is available, unless otherwise previously consented to in writing by such holder.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain distribution by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possiblepossible and in accordance with Section 9.5(c) of the Agreement, each Class A Preferred Unit shall entitle the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them Holder thereof to receive (i) a liquidation preference (equal to the "Liquidation Preference") amount of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued accumulated and unpaid distributions thereon (whether or not earned or declared) to and including the date of final distribution to such holdersHolder (the aggregate of such sums for all Holders of Class A Preferred Units is referred to herein as the "Class A Liquidating Proceeds"), and (ii) if any portion of such Class A Preferred Unit constitutes a Promote that is vested and does not constitute deferred compensation under Code Section 409A, then such Holder shall also be entitled to receive an interest in the entity that is entitled to receive such Promote, which interest corresponds to the vested portion of such Class A Preferred Unit (a "Vested Promote Interest"); but provided, however, that such holders shall Holders will not be entitled to any further allocation payment in respect of income or gainsuch Class A Preferred Units. Until all holders Holders of the Class A Preferred Units have been paid the Liquidation Preference Class A Liquidating Proceeds in full, and all Vested Promote Interests to which they are entitled, no allocation distribution of income or gain the Partnership will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class A Preferred Units and holders of any Parity Partnership Units shall be insufficient to pay in full the Liquidation Preference Class A Liquidating Proceeds, the Vested Promote Interests to which any Holders are entitled and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders Holders of Class A Preferred Units and holders of any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class A Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations distributions shall have been made in full to the holders Holders of Class A Preferred Units and holders of any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class A Preferred Units and any Parity Partnership Units shall not be entitled to share therein.. 693602.01-LACSR01A - MSW

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any series of Partnership Interest ranking senior to the Series B Preferred Units upon liquidation, distribution or winding up of the Partnership, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders Holders of any Series B Junior Partnership Units, to the extent possible, the holders of the Series B Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) (the "“Series B Liquidation Preference"”) of (i) $25 per Series B Preferred Unit, Unit plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holdersHolders; but such holders Holders shall not be entitled to any further allocation of income or gainpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders Holders of the Series B Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Units of any class or series of Series B Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders Holders of Series B Preferred Units and any such other Series B Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series B Preferred Units and any such other Series B Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 5, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations corporations, real estate investment trusts or other entities, (ii) a sale, lease or a sale or transfer conveyance of all or substantially all of the Partnership's assets’s property or business or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon Subject to the rights of the holders of shares of any series or class or classes of Partnership Interest ranking on a parity with or prior to the Series B Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series B Preferred Units, as provided in this Section 5, the Holders of Series B Preferred Units shall have no other claim to the remaining assets of the Partnership and any Parity Partnership other series or class or classes of Series B Junior Units shall, subject to enable them to receive their the respective liquidation preferencesterms and provisions (if any) applying thereto, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any series of Partnership Units ranking senior to the Series A Preferred Units of Beneficial Interest upon liquidation, distribution or winding up of the Partnership, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Units shall be entitled to be allocated income receive Twenty Six Dollars and gain to effectively enable them to receive a liquidation preference Fifty Cents ($26.50) (the "Liquidation Preference") of (i) $25 per Series A Preferred Unit, Units plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation payment; provided, that the distribution payable with respect to the Distribution Period -------- containing the date of income final distribution shall be equal to the greater of (i) the distribution provided in Section 3(a)(i) or gain(ii) the distribution determined pursuant to Section 3(a)(ii) for the preceding Distribution Period. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations corporations, real estate investment trusts or other entitiesentities or (ii) a sale, lease or a sale or transfer conveyance of all or substantially all of the Partnership's assetsproperty or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon Subject to the rights of the holders of shares of any series or class or classes of units ranking on a parity with or prior to the Series A Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section 4, the holders of Series A Preferred Units shall have no other claim to the remaining assets of the Partnership and any Parity Partnership other series or class or classes of Junior Units shall, subject to enable them to receive their the respective liquidation preferencesterms and provisions (if any) applying thereto, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income distribution or gain by the Partnership payment shall be made to or set apart for the holders of any Common Units or Junior Partnership Preferred Units, to the extent possible, the holders of the Series Z Preferred Units then outstanding shall be entitled to be allocated income paid, or have the Partnership declare and gain set apart for payment, out of the assets of the Partnership legally available for distribution to effectively enable them to receive its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series Z Preferred Unit (the "“Base Liquidation Preference") of (i) $25 per Preferred Unit”), plus (ii) accumulated, an amount equal to any accrued and unpaid distributions (whether or to, but not earned or declared) to including, the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income payment or gain. Until all holders of the Preferred Units have been paid date the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon liquidation preference is set apart for payment (the liquidation, dissolution or winding up of the Partnership“Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the PartnershipPartnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series Z Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, or proceeds thereof, distributable among then the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series Z Preferred Units and Parity Preferred Units shall share ratably in any such Parity Partnership Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in fullrespectively entitled. (c) A Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series Z Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesPreferred Units, any other series or class or classes of Junior Partnership Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series Z Preferred Units and any Parity Partnership Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series Z Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class H Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty Five Dollars ($25) per Class H Partnership Preferred Unit (the "Liquidation Liqui- dation Preference") of (i) $25 per Preferred Unit), plus an amount per Class H Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class H Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class H Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class H Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class H Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Partner- ship Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class H Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class H Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (d2) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class H Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class H Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class L Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25) per Class L Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class L Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class L Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class L Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class L Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class L Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class L Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class L Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partner ship's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership's assets. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class L Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class L Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. 15.1 Upon the occurrence of a Liquidation Event (as defined below), the Liquidation Proceeds (as defined below) shall be allocated as follows: 15.1.1 Firstly, in priority to all other Shareholders, to each Summer 2019 LP Shareholder a) Upon an amount for each of its Summer ▇▇▇▇ ▇▇▇▇▇▇▇ Share equal to the sum for its Summer ▇▇▇▇ ▇▇▇▇▇▇▇ Shares of (A) the Investment per Share and (B) the average arrears or accruals of dividend (if any) on each such Share (as the case may be) due or declared but unpaid down to the date of the return of assets (with the Investment per Share being subject to adjustment for any voluntary sub-division of the Summer ▇▇▇▇ ▇▇▇▇▇▇▇ Shares, and subject to the issuance of additional Shares pursuant to Section 17), or, if the Liquidation Proceeds are not sufficient to satisfy the preference pursuant to this letter a), b) the same fraction of the total amount which the relevant Summer 2019 LP Shareholder would receive pursuant to letter a) if the Liquidation Proceeds were indeed sufficient to satisfy the preference pursuant to such letter a) such that all of the Liquidation Proceeds are allocated pursuant to this letter b) (as a result of which, for the avoidance of doubt, the other Shareholders will not receive any Liquidation Proceeds) (in the case of each such Summer 2019 LP Shareholder the “First Preferred Allocation”) 15.1.2 secondly, in the event that Liquidation Proceeds remain after the First Preferred Allocations, to each of the 2017/2018 LP Shareholders a) an amount for each of its 2017/2018 LiqPref Share equal to the sum for its 2017/2018 LiqPref Shares of (A) the Investment per Share and (B) the average arrears or involuntary accruals of dividend (if any) on each such Share (as the case may be) due or declared but unpaid down to the date of the return of assets, (with the Investment per Share being subject to adjustment for any sub-division of the 2017/2018 LiqPref Shares, and subject to the issuance of additional Shares pursuant to Section 17), or, if the Liquidation Proceeds are not sufficient to satisfy the preference pursuant to this letter a), b) the same fraction of the total amount which the relevant 2017/2018 LP Shareholder would receive pursuant to letter a) if the Liquidation Proceeds were indeed sufficient to satisfy the preference pursuant to such letter a) such that all of the Liquidation Proceeds remaining after the application of Section 15.1.1 are allocated pursuant to this letter b) (as a result of which, for the avoidance of doubt, the Shareholders who are not Preferred Shareholders will not receive any Liquidation Proceeds) (in the case of each such 2017/2018 LP Shareholder the “Second Preferred Allocation” and any First Preferred Allocation or Second Preferred Allocation a “Preferred Allocation”), 15.1.3 thirdly, in the event that Liquidation Proceeds remain after the Preferred Allocations (i.e. only potentially in the case of Section 15.1.2 letter a)), to each Shareholder an amount per Share equal to the Liquidation Proceeds divided by the total number of Shares in issue (in each case the “Pro Rata Share”) provided that a) for the calculation of the Pro Rata Shares it shall be disregarded that the Preferred Allocations have been made (i.e. the Pro Rata Shares shall be calculated on the basis of the Liquidation Proceeds before deducting the Preferred Allocations), b) to the extent a Preferred Shareholder has received a Preferred Allocation its entitlement to the Pro Rata Share shall be deemed satisfied (i.e. it shall only receive any Pro Rata Share to the extent the Pro Rata Share exceeds its Preferred Allocation), c) where in the case of one or more Preferred Shareholders the Pro Rata Share is less than its Preferred Allocation, those Preferred Allocations shall, for the avoidance of doubt, not be affected and the Pro Rata Share of each other Shareholder shall reduce by the same percentage such that the total amount of such reductions is equal to the aggregate amount by which the Pro Rata Shares of such Preferred Shareholders are less than their Preferred Allocations provided that to the extent, in the case of any such other Shareholder who is a Preferred Shareholder, such reduction would be to an amount less than that Preferred Shareholder’s Preferred Allocation the reduction under this letter c) shall not apply and the reduction of the Pro Rata Shares of the remaining other Shareholders shall increase accordingly, and d) if the Shortfall Amount CoC or the Shortfall Amount IPO is to be paid to the Series A Investors as provided for in Section 5.3 and Section 5.4, the amount that would otherwise be allocated to each of the holders of Common Shares pursuant to this para. 15.1.3 will (in addition to any reduction pursuant to letter c)) be reduced by the same percentage for each such holder of Common Shares and the amount of such reduction will additionally be allocated to the Series A Investors, each such as is required for the Series A Investors to receive the Shortfall Amount CoC or the Shortfall Amount IPO, respectively, it being understood, however, that such reduction shall not be to less than nil. The aforementioned applies mutatis mutandis if the Shortfall Amount CoC is to be paid to the Series B Investors as stipulated in Section 5.8. 15.2 A “Liquidation Event” shall mean 15.2.1 the sale and/or transfer in one or more connected transactions of more than 50% of the Shares in Company, irrespective of the consideration to be received (cash, shares in other companies or other consideration) and irrespective of whether new Shares or existing Shares are being sold and/or transferred, other than in the framework of an IPO; in case not all Shares in the Company are sold or transferred within the relevant Liquidation Event the provisions under Section 15.1 and 15.2 shall only apply to the Shares sold or transferred in the relevant Liquidation Event; 15.2.2 a share exchange, transfer of shares by contribution in kind, merger, or other reorganization within the meaning of sec. 1 of the German Reorganization Act (Umwandlungsgesetz) if the Company is the transferring entity, provided the Shareholders have, after completion of the merger, 50 % or less of the voting rights in the absorbing entity; or 15.2.3 a direct or indirect (including exclusive licenses) sale of more than 50% of the assets of the Company and subsequent distribution of the proceeds to the Shareholders (also in the context of a liquidation); or 15.2.4 a liquidation, dissolution or winding winding-up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the PartnershipCompany. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class W Partnership Preferred Units shall be entitled to be allocated income receive Fifty-Two Dollars and gain to effectively enable them to receive a liquidation preference Fifty Cents ($52.50) per Class W Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class W Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class W Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class W Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class W Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class W Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class W Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class W Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class W Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class W Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income distribution or gain by the Partnership payment shall be made to or set apart for the holders of OP Units or any Junior other class or series of Partnership UnitsUnits ranking, as to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, rights upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to the Series 2019 Private Perpetual Preferred Units, the holders of Series 2019 Private Perpetual Preferred Units shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its unitholders, after payment of or provision for the debts and other liabilities of the Partnership, a liquidation preference of $13.52 per unit, plus an amount equal to any accrued and unpaid Series 2019 Quarterly Preference Payments (whether or not declared) up to, but excluding the date of payment, provided that such accrued and unpaid Series 2019 Quarterly Preference Payments shall only be payable to the extent that the Partnership has previously allocated (or will not include a (as determined in good faith by the General Partner) allocate in, or with respect to, such taxable year) Net Operating Income in respect of such Series 2019 Private Perpetual Preferred Units pursuant to Section 6.03(h) of the Partnership Agreement in an amount equivalent to such accrued and unpaid Series 2019 Quarterly Preference Payments (the “Series 2019 Private Perpetual Preferred Unit Liquidation Preference”). (b) In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the full amount of the Series 2019 Private Perpetual Preferred Unit Liquidation Preference on all outstanding Series 2019 Private Perpetual Preferred Units and the corresponding amounts payable on all other classes or series of Partnership Units ranking, as to liquidation rights, on parity with the Series 2019 Private Perpetual Preferred Units in the distribution of assets, then, subject to Sections 3(g) and 4(a), the holders of the Series 2019 Private Perpetual Preferred Units and the holders of each such other class or series of Partnership Units ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series 2019 Private Perpetual Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Series 2019 Private Perpetual Preferred Unit Liquidation Preference to which the holders of the Series 2019 Private Perpetual Preferred Units are entitled pursuant to the above, the holders of the Series 2019 Private Perpetual Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) The consolidation or merger of the Partnership with one or more partnershipsinto any other corporation, corporations partnership, trust or entity or of any other entitiescorporation, partnership, trust or entity with or into the Partnership, or a sale an exchange of Partnership Units or Partnership Interests, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the Partnership's assets. (d) Upon any property or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class G Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty Five Dollars ($25) per Class G Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount equal to all dividends (iiwhether or not earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on each share of Class G Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class G Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class G Preferred Stock to the date of final distribution to such holders, no allocation of income or gain payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class G Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class G Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class G Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (d2) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class G Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class G Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary a liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, and whether or not concurrent with the liquidation, dissolution or winding up of BPY, after the payment of the full amount due to the Series K Preferred Units, and before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any Junior other partnership interests in the Partnership Units, or Units ranking junior to the extent possible, the holders of Series L Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) as to the date distribution of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units assets upon the liquidation, dissolution or winding winding-up of the Partnership., the holders of the Series L Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership legally available for distribution to Partners an amount equal to the Series L Liquidation Amount, plus an amount equal to the sum of (i) the aggregate dividends accrued on all outstanding shares of the Class B Stock as of the date of final distribution, and (ii) the aggregate dividends accrued on all outstanding shares of the Series B Preferred Stock as of the date of final distribution, in each case whether or not earned or declared (including all accumulated and unpaid distributions), which sum shall be distributed pro rata to the holders of Series L Preferred Units based on the number of Series L Preferred Units held by each holder; (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series L Preferred Partnership Units shall be are insufficient to pay in full the Liquidation Preference preferential amount aforesaid on the Series L Preferred Units and liquidating payments on any Parity other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series L Preferred Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series L Preferred Units and any such Parity other Units or partnership interests in the Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series L Preferred Units and any such Parity other Units or partnership interests in the Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary Written notice of such liquidation, dissolution or involuntary winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series L Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (d) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule G, the holders of Series L Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of (unless all or substantially all of the proceeds thereof are distribute by the Partnership's assets. (d) Upon any , in which case a liquidation, dissolution or winding winding-up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled deemed to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinhave occurred).

Liquidation Preference. (a) Upon any voluntary or involuntary The Class A Partnership Preferred Units shall rank, as to liquidation, dissolution or winding up of the Partnership, before prior to Class A Partnership Common Units and any allocation other class of income or gain by Partnership Units of the Partnership shall be made ranking junior to Class A Partnership Preferred Units as to rights upon liquidation, dissolution or set apart for winding up of the holders Partnership, so that in the event of any Junior Partnership Unitsliquidation, to dissolution or winding up of the extent possiblePartnership, whether voluntary or involuntary, the holders of the Class A Partnership Preferred Units shall be entitled to be allocated income and gain receive out of the assets of the Partnership available for distribution to effectively enable them holders of Partnership Units, whether from capital, surplus or earnings, before any distribution is made to receive a liquidation preference holders of Class A Partnership Common Units or any other such junior Partnership Units, an amount equal to $16.50 per unit (the "Liquidation Preference"" of a Class A Partnership Preferred Units) of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accrued and accumulated and unpaid on the Class A Partnership Preferred Units to the date of final distribution distribution. The holders of the Class A Partnership Preferred Units will not be entitled to receive the Liquidation Preference until the liquidation preference of any other class of Partnership Units of the Partnership ranking senior to the Class A Partnership Preferred Units as to rights upon liquidation, dissolution or winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. After payment of the full amount of the Liquidation Preference and such holders; but such distributions, the holders shall of Class A Partnership Preferred Units will not be entitled to any further allocation participation in any distribution of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of assets by the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Parity Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Unitspreferential amount aforesaid, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed distributable among the such holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that which would be payable on such Preferred Units and any such Parity Partnership Units units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation. For the purposes hereof, dissolution or winding up of the Partnership will not include neither a consolidation or merger of the Partnership with one or more partnershipsinto any other partnership, corporations limited liability company, corporation or any other entitiesentity, nor a merger of any other partnership, limited liability company, corporation or any other entity with or into the Partnership, nor a sale or transfer of all or substantially all any part of the Partnership's assets. (d) Upon any Partnership assets for cash or securities shall be considered a liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class Twelve Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") Preference for each Class Twelve Partnership Preferred Unit as of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class Twelve Partnership Preferred Units have been paid the their aggregate Liquidation Preference in full, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class Twelve Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class Twelve Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Twelve Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation. For the purposes of this Section 4, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class Twelve Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class Twelve Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall deliver prompt written notice to the holder of the Series W Preferred Unit (the “Liquidation Notice”) setting forth the Partnership’s good faith determination of (x) the fair market value of the Applicable Fee Interest and (y) the aggregate amount that would otherwise be made distributable to the holder of the Series W Preferred Unit as part of the Applicable Return Component (as calculated in accordance with the terms set forth in Exhibit C hereto) in the event of an Applicable Liquidation Event, assuming the complete disposition of the Applicable Fee Interest at the proposed fair market value (the “Liquidation Value”). Within thirty (30) days of receipt of the Liquidation Notice by the holder of the Series W Preferred Unit, if the holder of the Series W Preferred Unit reasonably believes that the fair market value of the Applicable Fee Interest is at least two per cent (2%) higher than the fair market value of the Applicable Fee Interest as proposed by the Partnership, then the holder of the Series W Preferred Unit may send a written notice to the Partnership (a “Liquidation Value Dispute Notice”) advising the Partnership of such dispute. Upon receipt of a Liquidation Value Dispute Notice, either the Partnership or the holder of the Series W Preferred Unit shall request the Real Estate Board of New York, or its successor (“REBNY”) to appoint an arbitrator who shall be impartial and not an Affiliate of either the Partnership or the holder of the Series W Preferred Unit and both parties shall be bound by any appointment so made. If REBNY shall fail to appoint such an arbitrator within thirty (30) days after such request is made, either the Partnership or the holder of the Series W Preferred Unit may apply to the Supreme Court, New York County to make such appointment. The arbitrator shall be an MAI appraiser having at least fifteen (15) years of experience in valuation of property which is located in New York City and similar to the Applicable Fee Interest. (ii) Within seven (7) days after the appointment of the arbitrator, the arbitrator shall meet with the Partnership and the holder of the Series W Preferred Unit (the “Initial Meeting”). At the Initial Meeting, the Partnership shall submit to the arbitrator its determination of the Liquidation Value and the fair market value of the Applicable Fee Interest (“Partnership’s Fair Market Value Determination”) in a sealed envelope simultaneously with the holder of the Series W Preferred Unit’s submission to the arbitrator of its determination of the Liquidation Value and the fair market value of the Applicable Fee Interest (“Holder’s Fair Market Value Determination”) in a sealed envelope, whereupon the arbitrator shall open both envelopes. If either party shall fail to so submit its determination of the fair market value of the Applicable Fee Interest, then the determination of the party that submitted its determination shall constitute the fair market value of the Applicable Fee Interest. If the higher of Holder’s Fair Market Value Determination and Partnership’s Fair Market Value Determination (the “Higher Determination”) is not higher than the lower of Holder’s Fair Market Value Determination and Partnership’s Fair Market Value Determination (the “Lower Determination”) by more than five (5%) percent of the Higher Determination, then the arbitrator shall not make a determination as to the fair market value of the Applicable Fee Interest, and the fair market value of the Applicable Fee Interest for purposes of determining the Liquidation Value hereunder shall equal the average of the Holder’s Fair Market Value Determination and the Partnership’s Fair Market Value Determination. If the Higher Determination is higher than the Lower Determination by more than five (5%) percent of the Higher Determination, then the arbitrator shall set apart a hearing date for arbitration, which hearing date shall be scheduled to be held no earlier than thirty (30) days and no later than sixty (60) days after the holders Initial Meeting. (iii) There shall be no discovery in the arbitration. On or before the date that is fifteen (15) days prior to the scheduled hearing, the parties shall exchange opening written expert reports and opening written pre-hearing statements. Opening written pre-hearing statements shall not exceed twenty (20) pages in length. On or before the date that is ten (10) days prior to the hearing, the parties may exchange rebuttal written expert reports and rebuttal written pre-hearing statements. Rebuttal written pre-hearing statements shall not exceed ten (10) pages in length. On or before the date that is seven (7) days prior to the hearing, the parties shall exchange written witness lists, including a brief statement as to the subject matter to be covered in the witnesses’ testimony. On or before the date that is five (5) days prior to the hearing, the parties shall exchange all documents which they intend to offer at the hearing. Other than rebuttal witnesses, only the witnesses listed on the witness lists shall be allowed to testify at the hearings. Closing arguments shall be heard immediately following conclusion of all testimony. The proceedings shall be recorded by stenographic means. Each party may present live witnesses and offer exhibits, and all witnesses shall be subject to cross-examination. The arbitrator shall conduct the hearing so as to provide each party with sufficient time to present its case, both on direct and on rebuttal, and permit each party appropriate time for cross examination; provided, that the arbitrator shall not extend the hearing beyond two (2) days. Each party may, during its direct case, present evidence in support of its position and in opposition to the position of the opposing party. (iv) Following the procedure described in this Section 3.E above, the arbitrator shall make a determination of the fair market value of the Applicable Fee Interest by selecting either the Partnership’s Fair Market Value Determination or the Holder’s Fair Market Value Determination, whichever the arbitrator determines is closest to fair market value of the Applicable Fee Interest, it being agreed that the arbitrator may not select any other amount as the fair market value of the Applicable Fee Interest. The fees and expenses of any Junior arbitration pursuant to Section 3.E shall be borne by the parties equally, but each party shall bear the expense of its own attorneys and experts and the additional expenses of presenting its own proof. The arbitrator shall not have the power to add to, modify or change any of the provisions of the Partnership UnitsAgreement. The valuation shall be binding and conclusive upon both parties and shall thereafter be deemed the fair market value of the Applicable Fee Interest for purposes of determining the Liquidation Value hereunder. (v) In the event of any voluntary or involuntary liquidation, to dissolution or winding up of the extent possiblePartnership, the holders holder of the Series W Preferred Units Unit shall be entitled to be allocated income and gain receive out of the assets of the Partnership available for distribution to effectively enable them the Partners pursuant to receive a Section 13.02. A of the Partnership Agreement an aggregate liquidation preference (the "“Liquidation Preference"”) in respect of the Series W Preferred Unit equal to the sum of (ix) $25 per the Cash Repurchase Consideration (calculated as if a Repurchase Demand Notice had been delivered by the holder of the Series W Preferred UnitUnit on the date that the voluntary or involuntary liquidation, plus dissolution or winding up of the Partnership becomes effective) and (iiy) accumulated, accrued and unpaid distributions (whether or not earned or declared) the Liquidation Value as determined pursuant to this Section 3.E. The Liquidation Preference shall be payable to the date holder of final the Series W Preferred Unit before any distribution of assets is made to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of any other Partnership Interests that rank junior to the Series W Preferred Units have been paid Unit as to the Liquidation Preference in fulldistribution of assets upon the liquidation, no allocation dissolution or winding up of income or gain will be made the Partnership, but subject to any holder the preferential rights of Junior Units the holders of Partnership Interests ranking senior to the Series W Preferred Unit as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bvi) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be legally available for distribution to its Partners are insufficient to pay in make such full payment to the Liquidation Preference holder of the Series W Preferred Unit, and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective corresponding amounts that would be payable on such all other Partnership Interests ranking on a parity with the Series W Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up Unit as to the distribution of assets upon the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after then the holder of the Series W Preferred Unit, and all allocations other holders of such Partnership Interests on a parity with the Series W Preferred Unit shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (vii) After payment of the full amount of the Liquidation Preference pursuant to paragraph (i) above, the holder of the Series W Preferred Unit shall have been made in full no right or claim to any of the holders remaining assets of Preferred Units and any Parity the Partnership. (viii) None of a consolidation or merger of the Partnership Units to enable them to receive their respective liquidation preferenceswith or into another entity, any Junior a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership Units or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be entitled to receive any and all assets remaining to be paid considered a liquidation, dissolution or distributed, and the holders winding up of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinaffairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class P Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25) per Class P Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class P Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class P Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class P Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class P Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class P Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class P Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class P Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class P Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class P Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income distribution or gain by the Partnership payment shall be made to or set apart for the holders of OP Units or any Junior other class or series of Partnership UnitsUnits ranking, as to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, rights upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to the Private Perpetual Preferred Units, the holders of Private Perpetual Preferred Units shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its unitholders, after payment of or provision for the debts and other liabilities of the Partnership, a liquidation preference of $16.62 per unit, plus an amount equal to any accrued and unpaid Quarterly Preference Payments (whether or not declared) up to, but excluding the date of payment (the “Private Perpetual Preferred Unit Liquidation Preference”). (b) In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the full amount of the Private Perpetual Preferred Unit Liquidation Preference on all outstanding Private Perpetual Preferred Units and the corresponding amounts payable on all other classes or series of Partnership Units ranking, as to liquidation rights, on parity with the Private Perpetual Preferred Units in the distribution of assets, then the holders of the Private Perpetual Preferred Units and the holders of each such other class or series of Partnership Units ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Private Perpetual Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Private Perpetual Preferred Unit Liquidation Preference to which the holders of the Private Perpetual Preferred Units are entitled pursuant to the above, the holders of the Private Perpetual Preferred Units will not include a have no right or claim to any of the remaining assets of the Partnership. (d) The consolidation or merger of the Partnership with one or more partnershipsinto any other corporation, corporations partnership, trust or entity or of any other entitiescorporation, partnership, trust or entity with or into the Partnership, or a sale an exchange of Partnership Units or Partnership Interests, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the Partnership's assets. (d) Upon any property or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. Section H 2 of the Shareholders’ Agreement shall be amended and replaced by the following provisions: “In the event of any of the following (each a “Liquidation Event” or “Deemed Liquidation Event”): a) Upon any a bankruptcy, voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany; b) a (partial) sale (at least 50 %) of the Shares of the Company including the sale triggering a co-sale right as defined in section F 3 of the Shareholders’ Agreement, before as amended by § 14 of the 1st Amendment, a drag-along as defined in section F 4 of the Shareholders’ Agreement; c) a sale of at least 75 % of all assets (including intellectual property rights) in terms of the Fair Market Value of the Company; d) a merger, consolidation or acquisition, or any allocation other event involving the Company, pursuant to which the shareholders of income the Company will have less than 50.1 % of the voting power of the acquiring company or gain by pursuant to which the Partnership shall Company is not the surviving entity; e) a reverse take-over; the proceeds will be made to or set apart for allocated among the Shareholders as follows: (i) First, each of the holders of any Junior Partnership UnitsSeries D Preferred Shares shall be entitled to receive, prior to and in preference to all other Shares, an amount equal to 1.33 times (subject to proportional adjustments for stock splits, subdivisions and the like) the paid in total investment (total issue price plus additional payments and contributions to the extent possiblecapital reserves of the Company pursuant to § 272 (2) HGB including, for the avoidance of doubt, the nominal amount of the principal of the Loans assigned to the Company and any and all interest accrued thereon) on his Series D Preferred Shares (including on Shares which were converted into or are deemed to be Series D Preferred Shares), in each case plus an amount representing 6 % p.a. IRR on the respective paid in total investment calculated as from and starting with the respective payment thereof to the Company, compounded quarterly in arrears, provided that with respect to the paid in total investment on the former Series A Preferred Shares such IRR shall be calculated only as from and starting with 27 March 2007; and (ii) thereafter, the holders of Series D Preferred Units Shares shall be entitled to be allocated income and gain to effectively enable them to receive any remaining funds on a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among pari passu basis with the holders of Common Shares on an as-if-converted basis. The total investment amount for former Series A Preferred Partnership Units Shares and Series B Preferred Shares issued to former silent partners (in the meaning of § 230 HGB) to be considered as a basis for the above liquidation preference and IRR shall be limited to EUR 500,000.00 each. In the event the return of capital to tbg out of the converted share position (Part D.4 of the Series B Investment Agreement) shall be less than EUR 1,750,000.00 for tbg, tbg will receive a minimum return. The minimum return is defined as the return tbg would receive if tbg would have invested the amount of EUR 1,750,000.00 in Series B Preferred Shares up to a maximum return of EUR 1,750,000.00. The risk of fulfilling this downside protection shall be borne by the Series B investors on a pro rata basis and covers the difference between the calculated actual returns for tbg based upon its converted share position (Part D.4 of the Series B Investment Agreement) and the minimum return. Annex 7 to the Shareholders’ Agreement contains an exemplary calculation. If there are insufficient assets or proceeds to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full liquidation preference amount to the holders of Series D Preferred Units and any Parity Partnership Units Shares in full, the amount available will be paid on a pro rata basis between the holders of Series D Preferred Shares in proportion to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall the maximum amounts the holders of Series D Preferred Shares would be entitled to receive any and all if the assets remaining or proceeds were sufficient to be paid or distributed, and pay the liquidation preference amount to the holders of the Series D Preferred Units and any Parity Partnership Units shall not be Shares in full. The holders of Series D Preferred Shares are entitled to share thereinthe same preference with respect to sale proceeds in case of a sale of Shares in the course of a single or a partial sales transaction or a series of related transactions (in particular as a result of the exercise of co-sale rights, drag along rights and rights of first refusal as described in the Shareholders’ Agreement, as amended by the 1st Amendment) or in case of a transformation of the Company except for conversions of the Company’s legal form of organization.”

Liquidation Preference. (a) Upon 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Series 2023 Junior Partnership Units, to the extent possible, the holders of Series 2023 Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference $10.00 per Series 2023 Preferred Unit (the "“Series 2023 Liquidation Preference") of (i) $25 per Preferred Unit”), plus (ii) accumulated, accrued and unpaid an amount per Series 2023 Preferred Unit equal to all distributions (whether or not earned declared or declaredearned) to accrued and unpaid on the date of final distribution to such holdersSeries 2023 Preferred Unit; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Series 2023 Preferred Units have been paid the Series 2023 Liquidation Preference in full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2023 Preferred Unit to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Series 2023 Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series 2023 Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Series 2023 Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series 2023 Preferred Units and any such Series 2023 Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series 2023 Preferred Units and any such other Series 2023 Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) 4.2 Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Series 2023 Preferred Units and any Series 2023 Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Series 2023 Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series 2023 Preferred Units and any Series 2023 Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class Thirteen Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") Preference for each Class Thirteen Partnership Preferred Unit as of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class Thirteen Partnership Preferred Units have been paid the their aggregate Liquidation Preference in full, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class Thirteen Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class Thirteen Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Thirteen Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation. For the purposes of this Section 4, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's ’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class Thirteen Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class Thirteen Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class T Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class T Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Class T Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class T Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class T Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class T Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class T Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class T Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class T Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any ’s assets shall not be deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income distribution or gain by the Partnership payment shall be made to or set apart for the holders of any Junior Partnership Class A Units, to the extent possibleClass B Units, LTIP Units, or Junior Preferred Units, the holders of the [ ]% Series C Participating Preferred Units then outstanding shall be entitled to be allocated income paid, or have the Partnership declare and gain set apart for payment, out of the assets of the Partnership legally available for distribution to effectively enable them to receive its Partners after payment or provision for payment of all debts and other liabilities of the Partnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference (in cash or property at fair market value, as determined by the "Liquidation Preference") of General Partner, the sum of: (i) $25 per Preferred Unitthe Initial Liquidation Preference, plus (ii) accumulatedthe HPA Amount (if positive), and (iii) an amount per unit equal to any accrued and unpaid distributions (whether or not earned or declared) to to, but excluding, the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income payment or gain. Until all holders of the Preferred Units have been paid date the amount for payment is set apart for payment (the “Final Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the PartnershipPreference”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the PartnershipPartnership are insufficient to pay the full amount of the Final Liquidation Preference on all outstanding [ ]% Series C Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, or proceeds thereof, distributable among then the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of [ ]% Series C Participating Preferred Units and Parity Preferred Units shall share ratably in any such Parity Partnership Units ratably distribution of assets in proportion to the same proportion as full amount of the respective amounts that Final Liquidation Preference to which they would otherwise be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in fullrespectively entitled. (c) A Until March 31, 2021, the HPA Amount payable upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all affairs of the Partnership's assets, shall be subject to a cap as provided in Section 6(e) of the Articles Supplementary. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the [ ]% Series C Participating Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesPreferred Units, any other series or class or classes of Junior Partnership Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the [ ]% Series C Participating Preferred Units and any Parity Partnership Preferred Units shall not be entitled to share therein. (e) After payment of the full amount of the Final Liquidation Preference to which they are entitled, holders of [ ]% Series C Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (f) For the avoidance of doubt, the consolidation or merger of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (g) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in Section 5(d) of the Articles Supplementary.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class Z Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class Z Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Class Z Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class Z Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class Z Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class Z Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class Z Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class Z Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Z Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class Z Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class Z Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Partnership Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Series A Preferred Unit, Partnership Unit (the “Liquidation Preference”) plus (ii) accumulated, accrued and unpaid an amount per Series A Preferred Partnership Unit equal to all distributions (whether or not earned or declared) to accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Partnership Units shall not be entitled to any further allocation of income or gainpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Partnership Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section D, none of (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, (ii) a statutory Partnership Unit exchange or (iii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (dii) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributedas provided in this Section D, and the holders of the Series A Preferred Units and any Parity Partnership Units shall not be entitled to share thereinin any remaining assets of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Units shall be are entitled to be allocated income and gain paid out of the assets of the Partnership legally available for distribution to effectively enable them to receive its Partners a liquidation preference of (x) $25,000.00 per Series A Preferred Unit (the "“Series A Base Liquidation Preference") of (i) $25 per Preferred Unit”), plus (ii) accumulated, accrued an amount equal to all accumulated and unpaid distributions (whether or to, but not earned or declared) to including, the date of final the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be assets is made to any holder of Common Units or Junior Units upon the liquidation, dissolution or winding up of the PartnershipPreferred Units. (b) If, If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference above described preferential amount and liquidating payments on any other class or series of Parity Partnership Preferred Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Partnership Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Partnership Preferred Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesPreferred Units, any other series or class or classes of Junior Partnership Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Partnership Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon a. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any Senior Units, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series E Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference One Hundred Eighty Dollars ($180.00) (the "Liquidation Preference") of (i) $25 per Series E Partnership Preferred Unit, Unit plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to liquidation, dissolution or winding up of the affairs of the Partnership (any such holders; date, a "Series E Liquidation Date"), but such holders shall not be entitled to any further allocation payment; provided that the distribution payable with respect to the Distribution Period containing the Series E Liquidation Date shall be equal to the distribution determined pursuant to Section 3 above for the preceding Distribution Period times a fraction equal to the actual number of income or gain. Until all holders days elapsed from the end date of the Preferred Units have been paid calendar quarter most recently completed to the relevant Series E Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) Date over 90 days. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series E Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other units of any class or series of Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series E Partnership Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series E Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnershipscorporations, corporations partnerships or other entitiesentities or (ii) a sale, lease or a sale or transfer conveyance of all or substantially all of the Partnership's assetsproperty or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (d) Upon b. Subject to the rights of the holders of Parity Units or Senior Units, upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series E Partnership Preferred Units, as provided in this Section 4, the holders of Series E Partnership Preferred Units shall have no other claim to the remaining assets of the Partnership, and any Parity Partnership other series or class or classes of Junior Units shall, subject to enable them to receive their the respective liquidation preferencesterms and provisions (if any) applying thereto, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series E Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class Y Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class Y Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Class Y Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class Y Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class Y Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class Y Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class Y Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class Y Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Y Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any ’s assets shall not be deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unitunit (the "Liquidation Preference"), plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidationFor purposes of this Section 5, dissolution or winding up of the Partnership will not include (i) a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class N Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25) per Class N Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class N Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class N Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class N Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class N Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class N Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class N Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class N Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partner ship's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership's assets. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class N Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class N Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series H Preferred Units shall be entitled to be allocated income and gain receive out of the assets of the Partnership available for distribution to effectively enable them the Partners pursuant to receive Section 13.02.A of the Partnership Agreement a liquidation preference (the "Liquidation Preference") of (i) $25 25.00 per Series H Preferred Unit, plus (ii) accumulated, accrued an amount equal to any accumulated and unpaid distributions (whether or not earned or declaredauthorized) to the date of final payment (the “Series H Liquidation Value”), before any distribution of assets is made to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of Common Units or any other Partnership Interests that rank junior to the Series H Preferred Units have been paid as to the Liquidation Preference in fulldistribution of assets upon the liquidation, no allocation dissolution or winding up of income or gain will be made the Partnership, but subject to any holder the preferential rights of Junior the holders of Partnership Interests ranking senior to the Series H Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among Partnership legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series H Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by and the Partnership, such assets, or corresponding amounts payable on all other Partnership Interests ranking on a parity with the proceeds thereof, shall be distributed among the holders of Series H Preferred Units and any such Parity Partnership Units ratably in as to the same proportion as distribution of assets upon the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and then the holders of the Series H Preferred Units, and all other holders of such Partnership Interests on a parity with the Series H Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series H Liquidation Value, the holders of the Series H Preferred Units, shall have no right or claim to any Parity of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership Units with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall not be entitled to share thereinconsidered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any Senior Units, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series C Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference One Hundred Eighty Dollars ($180.00) (the "Liquidation Preference") of (i) $25 per Series C Partnership Preferred Unit, Unit plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to liquidation, dissolution or winding up of the affairs of the Partnership (any such holders; date, a "Series C Liquidation Date"), but such holders shall not be entitled to any further allocation payment; provided -------- that the distribution payable with respect to the Distribution Period containing the Series C Liquidation Date shall be equal to the distribution determined pursuant to Section 3 above for the preceding Distribution Period times a fraction equal to the actual number of income or gain. Until all holders days elapsed from the end date of the Preferred Units have been paid calendar quarter most recently completed to the relevant Series C Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) Date over 90 days. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series C Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other units of any class or series of Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series C Partnership Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series C Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnershipscorporations, corporations partnerships or other entitiesentities or (ii) a sale, lease or a sale or transfer conveyance of all or substantially all of the Partnership's assetsproperty or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon Subject to the rights of the holders Parity Units or Senior Units, upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series C Partnership Preferred Units, as provided in this Section 4, the holders of Series C Partnership Preferred Units shall have no other claim to the remaining assets of the Partnership, and any Parity Partnership other series or class or classes of Junior Units shall, subject to enable them to receive their the respective liquidation preferencesterms and provisions (if any) applying thereto, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any the Series 2025 Junior Partnership Units, and subject to the extent possiblepreferential rights of the Series 2025 Senior Partnership Units, the holders of the Series 2025 Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference $10.00 per Series 2025 Preferred Unit (the "“Series 2025 Liquidation Preference") of (i) $25 per Preferred Unit”), plus (ii) accumulated, accrued and unpaid an amount per Series 2025 Preferred Unit equal to all distributions (whether or not earned declared or declaredearned) to accrued and unpaid on the date of final distribution to such holdersSeries 2025 Preferred Unit; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Series 2025 Preferred Units have been paid the Series 2025 Liquidation Preference in full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2025 Preferred Unit to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Series 2025 Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series 2025 Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Series 2025 Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the Series 2025 Preferred Units and any such Series 2025 Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series 2025 Preferred Units and any such other Series 2025 Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) 4.2 Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series 2025 Preferred Units and any Series 2025 Parity EXHIBIT K Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Series 2025 Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series 2025 Preferred Units and any Series 2025 Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any Senior Units, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series C-2 Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference One Hundred Eighty Dollars ($180.00) (the "Liquidation Preference") of (i) $25 per Series C-2 Partnership Preferred Unit, Unit plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to liquidation, dissolution or winding up of the affairs of the Partnership (any such holders; date, a "Series C-2 Liquidation Date"), but such holders shall not be entitled to any further allocation payment; provided that the distribution payable with respect to the Distribution -------- Period containing the Series C-2 Liquidation Date shall be equal to the distribution determined pursuant to Section 3 above for the preceding Distribution Period times a fraction equal to the actual number of income or gain. Until all holders days elapsed from the end date of the Preferred Units have been paid calendar quarter most recently completed to the relevant Series C-2 Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) Date over 90 days. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series C-2 Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other units of any class or series of Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series C-2 Partnership Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series C-2 Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnershipscorporations, corporations partnerships or other entitiesentities or (ii) a sale, lease or a sale or transfer conveyance of all or substantially all of the Partnership's assetsproperty or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon Subject to the rights of the holders of Parity Units or Senior Units, upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series C-2 Partnership Preferred Units, as provided in this Section 4, the holders of Series C-2 Partnership Preferred Units shall have no other claim to the remaining assets of the Partnership, and any Parity Partnership other series or class or classes of Junior Units shall, subject to enable them to receive their the respective liquidation preferencesterms and provisions (if any) applying thereto, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C-2 Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively the extent necessary to enable them to receive a liquidation preference (the "Liquidation Preference") per Preferred Unit equal to the sum of (i) $25 per Preferred Unit, plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall will not be entitled to any further allocation of income payment or gainallocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain appropriate allocations made by the Partnershipof Partnership income, gain, deduction and loss, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to the extent necessary to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon 1In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any the Series P Junior Partnership Units, and subject to the extent possiblepreferential rights of the Series P Senior Partnership Units, the holders of the Series P Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference $10,000 per Series P Preferred Unit (the "“Series P Liquidation Preference") of (i) $25 per Preferred Unit”), plus (ii) accumulated, accrued and unpaid an amount per Series P Preferred Unit equal to all distributions (whether or not earned declared or declaredearned) to accrued and unpaid on the date of final distribution to such holdersSeries P Preferred Unit; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Series P Preferred Units have been paid the Series P Liquidation Preference in full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series P Preferred Unit to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Series P Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series P Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Series P Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the Series P Preferred Units and any such Series P Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series P Preferred Units and any such other Series P Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Class [●] Preferred Units shall be then outstanding are entitled to be allocated income and gain receive out of the assets of the Partnership legally available for distribution to effectively enable them to receive its members or equity holders however denominated a liquidation preference equal to the sum of the following (collectively, the "“Liquidation Preference") of ”): (i) $25 1,000 per Class [●] Preferred Unit, plus (ii) accumulated, accrued and all accumulated but unpaid distributions (whether or not earned or declared) to thereon through and including the date of final payment, and (iii) if applicable, the Redemption Premium (as defined below) then in effect, before any distribution of assets is made to holders of any other class or series of Partnership Units that ranks junior to the Class [●] Preferred Units as to liquidation rights. (b) In the event that, upon any such holders; but voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Partnership are insufficient to pay the full amount of the Liquidation Preference on all outstanding Class [●] Preferred Units, then the holders of the Class [●] Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of the Class [●] Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) Upon the Partnership’s provision of written notice as to the effective date of any such liquidation, dissolution or winding up of the Partnership, accompanied by a check or wire transfer of immediately available funds in the amount of the full Liquidation Preference to which each record holder of the Class [●] Preferred Units is entitled, the Class [●] Preferred Units shall no longer be deemed outstanding Partnership Units and all rights of the holders of the Class [●] Preferred Units will terminate. (e) The consolidation or merger of the Partnership with or into any other business enterprise or of any other business enterprise with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the assets or business of the Partnership, shall not be entitled deemed to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the constitute a liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class J Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference One Hundred Dollars ($100) per Class J Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class J Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class J Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class J Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class J Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class J Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class J Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class J Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class J Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class J Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series J Preferred Units shall be entitled to be allocated income and gain receive out of the assets of the Partnership available for distribution to effectively enable them the Partners pursuant to receive Section 13.02.A of the Partnership Agreement a liquidation preference (the "Liquidation Preference") of (i) $25 1,000.00 per Series J Preferred Unit, plus (ii) accumulated, accrued an amount equal to any accumulated and unpaid distributions (whether or not earned or declaredauthorized) to the date of final payment (the “Series J Liquidation Value”), before any distribution of assets is made to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Common Units, Series H Preferred Units have been paid or any other Partnership Interests that rank junior to the Liquidation Preference in fullSeries J Preferred Units as to the distribution of assets upon the liquidation, no allocation dissolution or winding up of income or gain will be made the Partnership, but subject to any holder the preferential rights of Junior the holders of Partnership Interests ranking senior to the Series J Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among Partnership legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series J Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by and the Partnership, such assets, or corresponding amounts payable on all other Partnership Interests ranking on a parity with the proceeds thereof, shall be distributed among the holders of Series J Preferred Units and any such Parity Partnership Units ratably in as to the same proportion as distribution of assets upon the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and then the holders of the Series J Preferred Units and any Parity all other holders of such Partnership Interests on a parity with the Series J Preferred Units shall not share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be entitled respectively entitled. (iii) After payment of the full amount of the Series J Liquidation Value, the holders of the Series J Preferred Units shall have no right or claim to share thereinany of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class V Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class V Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Class V Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class V Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class V Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class V Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class V Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class V Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class V Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any ’s assets shall not be deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series A CRA Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Five Hundred Thousand Dollars ($500,000.00) per Series A CRA Partnership Preferred Unit (the "“Liquidation Preference") of (i) $25 per Preferred Unit”), plus an amount per Series A CRA Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Series A CRA Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Series A CRA Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Series A CRA Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A CRA Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series A CRA Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series A CRA Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any ’s assets shall not be deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon Each 7.50% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $100.00 per 7.50% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation Operating Partnership pursuant to Article VIII of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleAgreement, the holders of 7.50% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be allocated income paid out of the assets of the Operating Partnership available for distribution, after and gain subject to effectively enable them the payment in full of all amounts required to receive a liquidation preference (be distributed to the "holders of Senior ▇▇▇▇▇, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference") Preference of (i) $25 per the 7.50% Cumulative Redeemable Preferred UnitUnits held by such holder, plus (ii) accumulated, an amount equal to accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to thereon, if any. If upon any such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of Operating Partnership the Partnership, the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of Preferred Partnership Senior Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the 7.50% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would full amount to which they shall be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidationentitled, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of the 7.50% Cumulative Redeemable Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributedUnits, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 7.50% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. The Series A Preferred Unit Holders may, at their option, upon written notice to the Company request the Company to repurchase, in whole or in part, such Holders Series A Preferred Units. In the event a Series A Preferred Unit Holder requests redemption, such request shall only be made after a minimum of thirty-six (a36) Upon any voluntary or involuntary liquidation, dissolution or winding up of months from the Partnership, before any allocation of income or gain by the Partnership initial investment date and shall be made to or set apart for the holders of any Junior Partnership Units, subject to the extent possibleCompany’s acceptance, which shall be in the Company's sole discretion. If the Company agrees to proceed with the redemption, the holders of Preferred Units redemption price shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 10.00 per Preferred Unit, plus (ii) accumulated, any accrued and unpaid distributions (whether or not earned or declared) to Preferred Return through the date of final distribution actual payment of the redemption price. The Company shall have up to such holders; but such holders one hundred eighty (180) days to complete the payment of the redemption price, which may be made in cash or another form of consideration deemed appropriate by the Company. The Company shall not be entitled obligated to any further allocation of income accept redemption requests from Unit Holders if it deems that such redemption would adversely affect the Company’s financial condition or gain. Until all holders of business operations The Company may redeem the Series A Preferred Units have been paid in whole or in part, at any time, in its own discretion by paying to the Liquidation Preference Series A Preferred Holders $10.00 per Unit as set forth in fullthe schedule below, no allocation plus any accrued and unpaid Preferred Return through the date of income redemption. Any redemption elected by the Company hereunder shall be mandatory to the Series A Preferred Member. In the event the Company elects to exercise it redemption rights hereunder, the Company shall close the transaction within one hundred eighty (180) days from providing written notice to the Series A Preferred Member of its intent to exercise its redemption rights. At Closing, the Company shall pay the Series A Preferred Member purchase price in cash or gain will be made to any holder another form of Junior Units upon consideration deemed appropriate by the liquidation, dissolution or winding up Company. In the event of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnershipaffairs of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the Series A Preferred Members shall be entitled to receive, before the Common Members or other classes of preferred units of the Company ranking junior thereto, out of the remaining net assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of amount each Series A Preferred Partnership Units shall be insufficient to pay Member Capital Account in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units plus any accrued and any unpaid Preferred Return through the date of payment. After such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders Series A Preferred Members, or funds or assets necessary for such payment shall have been set aside in trust for the account of the Series A Preferred Units Members, so as to be and any Parity Partnership Units continue to enable them to receive their respective liquidation preferencesbe available therefor, any Junior Partnership Units the Series A Preferred Members shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders no further participation in such distribution of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinassets of the Company.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Partnership Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Series A Preferred Unit, Partnership Unit (the “Liquidation Preference”) plus (ii) accumulated, accrued and unpaid an amount per Series A Preferred Partnership Unit equal to all distributions (whether or not earned or declared) to accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Partnership Units shall not be entitled to any further allocation of income or gainpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Partnership Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section D, none of (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, (ii) a statutory Partnership Unit exchange or (iii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (dii) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributedas provided in this Section D, and the holders of the Series A Preferred Units and any Parity Partnership Units shall not be entitled to share thereinin any remaining assets of the Partnership.

Liquidation Preference. (ai) Upon any In the event of the Partnership’s voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleup, the holders of Series B Preferred Partnership Units shall will be entitled to be allocated income and gain paid out of the assets the Partnership has legally available for distribution to effectively enable them the Partners, subject to receive the preferential rights of any class or series of the equity securities the Partnership may issue ranking senior to the Series B Preferred Partnership Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference (the "Liquidation Preference") of (i) $25 25.00 per Series B Preferred Partnership Unit, plus (ii) an amount equal to any accumulated, accrued and unpaid distributions (whether or to, but not earned or declared) to including, the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all the holders of the Series B Preferred Partnership Units have been paid the Liquidation Preference liquidation preference in full, plus an amount equal to all accumulated, accrued and unpaid distributions to, but not including, the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior the Common Partnership Units or any other class or series of Partnership Units the Partnership may issue that ranks junior to the Series B Preferred Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (bii) IfIn the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the Partnership’s available assets, or proceeds thereof, distributable among the holders of Series B Preferred Partnership Units are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Partnership Units and the corresponding amounts payable on all Partnership Units of other classes or series of the equity securities that the Partnership may issue ranking on parity with the Series B Preferred Partnership Units upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series B Preferred Partnership Units and all other such classes or series of equity securities shall share ratably in any such distribution of assets or the proceeds thereof in proportion to the full liquidating distributions or amounts to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Partnership Units will have no right or claim to any of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the ’s remaining assets. The Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A ’s voluntary or involuntary liquidation, dissolution or winding up of the Partnership will shall not include a the Partnership’s consolidation or merger of the Partnership with or into one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up assets of the Partnership, after all allocations shall have been made in full Partnership or a statutory security exchange (although such events may give rise to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinother rights as described herein).

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up The Participating Preferred will be senior to all other equity securities of the PartnershipCompany. The holders of the Participating Preferred shall receive first, before any allocation payments to holders of income any other equity securities of the Company, an amount equal to the greater of (x) [100]% of the Original Purchase Price plus any accrued but unpaid dividends (the “Liquidation Preference”), plus an amount equal to their pro rata share of the remaining assets available for distribution to equityholders on an “as if” converted basis, together with the holders of the Company Common Stock (not to exceed [___ x] the Original Issuance Price in the aggregate ) and (y) an amount equal to their pro rata share of the assets available for distribution to equity holders on an “as if” converted basis, together with the holders of the Company Common Stock. Upon a Liquidity Event, all accrued and unpaid dividends shall be due and payable in cash. It will also be necessary in the conversion mechanics to provide that the numerator excludes accrued and unpaid dividends when computing the conversion ratio. 15The Letter provides for accrual of a stated cash dividend. Although this is becoming less common in “typical” venture capital investments, it may be worth pursuing as a first position. The more common dividend provision is the “when, as and if” provision which is set forth below. If the Company rejects the stated dividend, the following language can be used and should replace the language in the Letter. The Participating Preferred will participate in all dividend payments on an “as if” converted basis when, as and if a dividend is paid to the holders of the Company Common Stock. 16The provision in the Letter contemplates that first offer rights will be given only to the holders of the Participating Preferred; if however, first offer rights will be given to the holders of the Participating Preferred and to the other Major Stockholders then this provision should be moved to Section 4(c) so that it is included in the Stockholders’ Agreement and the language in the Letter should be replaced with the following language. If the Company issues shares of any new equity securities, the holders of the Participating Preferred and the Major Stockholders will have the right to purchase their respective pro rata share of such new equity securities (or gain securities convertible into equity securities) issued by the Partnership Company. provided, however, that such first offer rights shall not apply with respect to (i) the issuance of securities not to exceed [___] shares in the aggregate (including securities granted or to be granted) to employees, directors, bona fide consultants and others pursuant to a Board-approved option or incentive plan, including the Company Plan (as hereinafter defined), (ii) the issuance of stock, warrants or other securities to a bank or similar institution in connection with a financing not to exceed [___] shares in the aggregate, (iii) the issuance of any shares of Company Common Stock upon the conversion of any share of Participating Preferred or any other class or series of preferred stock, (iv) the issuance of any shares of Company Common Stock pursuant to options, rights or warrants previously granted, outstanding or issued prior to the original date of issuance of shares of Participating Preferred and (v) securities issued in connection with acquisitions of other entities that are approved by the Board, including the approval of at least one Participating Preferred Director (as hereinafter defined). 17In the event that [_________] and/or an additional investor will have an observer seat the following language should be included in the Letter. [_________] [and [_____]] will each have the right to send [one] observer to each meeting of the Board, whose reasonable expenses shall be made paid by the Company. The holders of the Participating Preferred shall no longer be entitled to Board representation in the event such holders cease to beneficially own shares of Participating Preferred (on an “as if” converted basis) or Company Common Stock equal to at least [__]% of the fully-diluted Company Common Stock. 18These provisions should be modified as appropriate. If the Company is to have other committees, the holders of the Participating Preferred should have representation on each. 19It is desirable to have as many holders as possible sign the Stockholders’ Agreement, especially in the event that the Stockholders’ Agreement has a “Drag-Along” provision. 20The provision set apart forth in the Letter is to be used when only the holders of the Participating Preferred will receive co-sale rights. The holders of the Participating Preferred and the Major Stockholders will have the right to participate in any sale of stock by such parties, on a pro rata basis with respect to a sale of shares by any Major Stockholder or holder of Participating Preferred, as the case may be, on the same terms as such sellers have proposed to accept. 21If the Company argues for an exclusion for transfers to family members, etc. or for founder shares, the sentence in the Letter should be replaced with the following sentence. This right of first refusal shall not apply to any proposed sale of the Participating Preferred or any transfers to affiliates, family members or trusts for the benefit of any individual holder, bona fide gifts or the first [10%] of Company Common Stock held by the Founders at Closing; provided that the transferee agrees to be bound by the Stockholders’ Agreement. 22Depending upon leverage in the negotiation, you may want to push for the holders of any Junior Partnership Unitsthe Participating Preferred first and the Company second. 23Note: this is an extremely sensitive topic and should be discussed with the [_________] partner before including in the Letter. 24To be drafted after discussing with the Company. 25If the Company will not grant exclusivity, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions ([_________] should insist that its expenses get reimbursed whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnershipproposed investment is made. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any A. If the Company shall commence a voluntary or involuntary liquidation, dissolution or winding up of under the PartnershipCompanies Ordinance [New Version], before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference 1983 (the "Liquidation PreferenceCompanies Ordinance") of (i) $25 per Preferred Unitor any other applicable bankruptcy, plus (ii) accumulatedinsolvency or similar law, accrued and unpaid distributions (whether or not earned or declared) consent to the date entry of final distribution an order for relief in an involuntary case under any law or to such holders; but such holders shall not be entitled to any further allocation the appointment of income a receiver, liquidator, assignee, custodian, trustee, sequestrator (or gain. Until all holders other similar official) of the Preferred Units have been paid Company or of any substantial part of its property, or make an assignment for the Liquidation Preference benefit of its creditors, or admit in fullwriting its inability to pay its debts generally as they become due, no allocation or if a decree or order for relief in respect of income the Company shall be entered by a court having jurisdiction in the premises in an involuntary case under applicable bankruptcy law or gain will be made to any holder other applicable bankruptcy, insolvency or similar law resulting in the appointment of Junior Units upon a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the liquidationCompany or of any substantial part of its property, dissolution or ordering the winding up or liquidation of the Partnership. (b) Ifits affairs, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably decree or order shall be unstayed and in the same proportion as the respective amounts that would be payable effect for a period of sixty (60) consecutive days and, on such Preferred Units and account of any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary event, the Company shall liquidate, dissolve or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entitieswind up, or a if the Company shall otherwise liquidate, dissolve or wind up, including, but not limited to, the sale or transfer of all or substantially all of the PartnershipCompany's assetsassets in one transaction or in a series of related transactions (a "LIQUIDATION EVENT"), no distribution shall be made to the holders of any shares of share capital of the Company (other than Senior Securities) upon liquidation, dissolution or winding up unless prior thereto the holders of shares of Series B Preferred Shares shall have received the Liquidation Preference with respect to each share. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the holders of the Series B Preferred Shares and holders of PARI PASSU Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Company legally available for distribution to the Series B Preferred Shares and the PARI PASSU Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares. (d) Upon B. The purchase or redemption by the Company of stock of any class, in any manner permitted by law, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the PartnershipCompany. Neither the consolidation or merger of the Company with or into any other entity nor the sale or transfer by the Company of less than substantially all of its assets shall, after all allocations shall have been made in full to for the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencespurposes hereof, any Junior Partnership Units shall be entitled to receive any and all assets remaining deemed to be paid a liquidation, dissolution or distributed, and the holders winding up of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinCompany.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class T Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class T Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount per Class T Partnership Preferred Unit equal to all dividends (iiwhether or not declared or earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class T Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class T Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class T Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class T Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class T Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class T Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class T Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class T Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary The Series D Preferred Units shall rank, as to liquidation, dissolution or winding up of the Partnership, before prior to Class A Units and Class B Units and any allocation other class of income or gain by Partnership Units of the Partnership shall be made ranking junior to Series D Preferred Units as to rights upon liquidation, dissolution or set apart for winding up of the holders Partnership, so that in the event of any Junior Partnership Unitsliquidation, to dissolution or winding up of the extent possiblePartnership, whether voluntary or involuntary, the holders of the Series D Preferred Units shall be entitled to be allocated income and gain receive out of the assets of the Partnership available for distribution to effectively enable them holders of Partnership Units, whether from capital, surplus or earnings, before any distribution is made to receive a liquidation preference holders of Class A Units, Class B Units or any other such junior Partnership Units, an amount equal to $16.50 per unit (the "Liquidation Preference"" of a Series D Preferred Units) of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accrued and accumulated and unpaid on the Series D Preferred Units to the date of final distribution distribution. The holders of the Series D Preferred Units will not be entitled to receive the Liquidation Preference until the liquidation preference of any other class of Partnership Units of the Partnership ranking senior to the Series D Preferred Units as to rights upon liquidation, dissolution or winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. After payment of the full amount of the Liquidation Preference and such holders; but such distributions, the holders shall of Series D Preferred Units will not be entitled to any further allocation participation in any distribution of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of assets by the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Parity Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Unitspreferential amount aforesaid, then following certain allocations made by the Partnership, such assets, or the proceeds Proceeds thereof, shall be distributed distributable among the such holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that which would be payable on such Preferred Units and any such Parity Partnership Units units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation. For the purposes hereof, dissolution or winding up of the Partnership will not include neither a consolidation or merger of the Partnership with one or more partnershipsinto any other partnership, corporations limited liability company, corporation or any other entitiesentity, nor a merger of any other partnership, limited liability company, corporation or any other entity with or into the Partnership, nor a sale or transfer of all Attachment D-3 137 or substantially all any part of the Partnership's assets. (d) Upon any Partnership assets for cash or securities shall be considered a liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class Eleven Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") Preference for each Class Eleven Partnership Preferred Unit as of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class Eleven Partnership Preferred Units have been paid the their aggregate Liquidation Preference in full, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class Eleven Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class Eleven Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Eleven Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation. For the purposes of this Section 4, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class Eleven Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class Eleven Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon Payment of Liquidating Distributions. Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership, before any allocation of income or gain by the Partnership shall be made and subject to or set apart for the holders of any Junior Partnership Units, Interests ranking senior to the extent possible, the holders of Series F Preferred Units shall be entitled with respect to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, rights upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding winding-up of the Partnership, after all allocations shall have been made in full to the holders of Series F Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of any class or series of Partnership Interest that ranks junior to the Series F Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the sum of a liquidation preference equal to their positive Capital Account balances (including, without limitation, any accumulated and unpaid distributions, whether or not declared, to the date of payment to the extent not previously credited to such Capital Account balances), determined 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 this 4.10(d)(i)). In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets remaining to be paid or distributed, and permit full payment of liquidating distributions to the holders of the Series F Preferred Units and any Parity Partnership Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series F Preferred Units and such Parity Preferred Units shall be made so that the payments on the Series F Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the respective rights of the Series F Preferred Units and such other Parity Preferred Units (which shall not be entitled include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to share thereineach other.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class D Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty Five Dollars ($25) per Class D Partnership Preferred Unit (the "Liquidation Preference") of (i) $25 per Preferred Unit), plus an amount equal to all dividends (iiwhether or not earned) accumulated, accrued and unpaid distributions (whether or not earned or declared) on each share of Class D Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Class D Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class D Preferred Stock to the date of final distribution to such holders, no allocation of income or gain payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class D Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class D Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class D Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Class D Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class D Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up Liquidation Event of the Partnership, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series B Participating Preferred Partnership Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") sum of (i) $25 per Preferred Unitthe Initial Liquidation Preference, plus (ii) accumulatedthe FVA Amount (if the FVA Amount for the relevant period is a positive number), accrued and unpaid (iii) an amount per Series B Participating Preferred Partnership Unit equal to all distributions (whether or not earned authorized or declared) to accrued and unpaid thereon to, but excluding, the date of final distribution to such holders; holders (the “Final Liquidation Preference”), but such holders of the Series B Participating Preferred Partnership Units shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnershippayment. (b) If, upon any liquidation, dissolution or winding up Liquidation Event of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Participating Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the Series B Participating Preferred Partnership Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such the Series B Participating Preferred Partnership Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section (c6), none of (i) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, (ii) a statutory share exchange or (iii) a sale voluntary sale, transfer or transfer conveyance of all or substantially all of the Partnership's ’s assets, properties or business shall be deemed to be a Liquidation Event of the Partnership. (dc) Upon Subject to the rights of the holders of Parity Units, upon any liquidation, dissolution or winding up Liquidation Event of the Partnership, after all allocations payment shall have been made in full to the holders of the Series B Participating Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section (6), any series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Participating Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation distribution of income or gain by the Partnership shall be assets is made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Series A Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive paid liquidating distributions in cash or property at its fair market value, as determined by the board of directors of the General Partner, in the amount of a liquidation preference per Series A Partnership Preferred Unit (the "“Liquidation Preference"”) of (i) $25 per Preferred Unit25, plus (ii) accumulated, an amount equal to any accrued and unpaid distributions dividends (whether or not earned declared or declaredearned) on one share of Series A Preferred Stock to the date of final distribution to such holdersliquidation, dissolution or winding up; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all the holders of the Series A Partnership Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Partnership Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series A Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series A Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership's assets’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of Series A Partnership Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, and, subject to the proportionate rights of holders of Parity Preferred Units, including the Series B Preferred Units, the holders of the Series C Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set aside for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment of or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series C Preferred Unit (athe “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions to, but not including, the date of payment or the date the liquidation preference is set aside for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series C Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series C Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of the Series C Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesPreferred Units, any other series or class or classes of Junior Partnership Preferred Units and Common Units (to the extent assets remain to be paid or distributed to holders of Common Units after satisfying the payment or distribution obligations to holders of Junior Preferred Units) shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Units and any Parity Partnership Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively the extent necessary to enable them to receive a liquidation preference (the "Liquidation Preference") per Preferred Unit equal to the sum of (i) $25 per Preferred Unit, plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall will not be entitled to any further allocation of income payment or gainallocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) b. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain appropriate allocations made by the Partnershipof Partnership income, gain, deduction and loss, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) c. A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) d. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to the extent necessary to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidationLiquidation, dissolution or winding up subject to the prior preferences and other rights of the Partnershipany Series A Senior Units, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Series A Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) (A) Eleven Dollars ($25 11.00) per Series A Preferred Unit, Unit plus (ii) accumulated, accrued and unpaid an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holdersholder (the “Series A Liquidation Preference”) plus (B) the Series A Redemption Premium or (ii) an amount per Series A Preferred Unit equal to the amount which would have been payable had each Series A Preferred Unit been converted into Common Units immediately prior to such Liquidation; but such holders shall not be entitled to any further allocation of income or gainpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the PartnershipLiquidation, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other units of any class or series of Series A Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Series A Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Series A Parity Partnership Units if all amounts payable thereon were paid in full. (cB) A voluntary or involuntary liquidation, dissolution or winding up Subject to the rights of the Partnership will not include a consolidation holders of any Series A Parity Units or merger of the Partnership with one or more partnershipsSeries A Senior Units, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon upon any liquidation, dissolution or winding up Liquidation of the Partnership, after all allocations payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section 5, the holders of Series A Preferred Units shall have no other claim to the remaining assets of the Partnership and any Parity Partnership other series or class or classes of Series A Junior Units shall, subject to enable them to receive their the respective liquidation preferencesterms and provisions (if any) applying thereto, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Series A Parity Partnership Units shall not be entitled to share therein.