Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution the holders of Series A Preferred Units then outstanding are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for the holders its unitholders a liquidation preference of Junior Units$25.00 per share, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) any accrued and unpaid thereon distributions to the date of final payment, before any distribution of assets is made to holders of Partnership Units or any other class or series of Units of the Partnership that ranks junior to the General PartnerSeries A Preferred Units as to liquidation rights. 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 amount of the liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all shares of other classes or series of Units of the Partnership ranking on a parity with the Series A Preferred Units in its capacity as the distribution of assets, then the holders of the Series A Preferred Units and all other such holder; but classes or series of Units shall share ratably in any such distribution of assets in proportion to the General Partnerfull liquidating distributions to which they would otherwise be respectively entitled. c. After payment of the full amount of the liquidating distributions to which they are entitled, in its capacity as the holder holders of Series D A Preferred Units, shall not be entitled Units will have no right or claim to any further payment. If, upon of the remaining assets of the Partnership. d. Written notice of any such liquidation, dissolution or winding up of the Partnership 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 A Preferred Units (other than the General Partner, ) at the assets respective addresses of such holders as the same shall appear on the unit transfer records of the Partnership. e. In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or proceeds thereof, distributable to the General Partner, in its capacity as the holder other acquisition of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionor otherwise, then such assetsis permitted under Delaware law, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series D A Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of will not be added to the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner's total liabilities. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D G-4 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) Redemption Price plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partnersuch holders, in its capacity as such holder; but the General Partner, in its capacity as the holder holders of Series D G-4 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D G-4 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D G-4 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D G-4 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C and 2.G, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D G-4 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D G-4 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D G-4 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General Partner, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsCommon Units or any other partnership interests in the Partnership or Units ranking junior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the General Partner, in its capacity as the holder holders of the Series D Preferred UnitsUnits shall, shall with respect to each such Unit, be entitled to receive Twenty-Five Dollars ($25.00) per receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series D Preferred Unit (Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the “Liquidation Preference”) Partnership, an amount equal to $50, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment(including all accumulated and unpaid distributions). If, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D Preferred Units, shall be Units are insufficient to pay in full the preferential amount aforesaid on the Series D Preferred Units and liquidating payments on any other units 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 ranking Partnership, on a parity with the Series D Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D Preferred Units, Units and the holders of any such other units Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section C6, none of (i) a consolidation or merger of the Partnership with or the General Partner with one or more entitiesinto another entity, (ii) a statutory share exchange by merger of another entity with or into the Partnership or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the General Partner’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or General PartnerPartnership. (iib) Subject to the rights Written notice of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any such liquidation, dissolution or winding winding-up of the General Partner or the Partnership, after stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall have been made in full be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the General Partnerpayment date stated therein, in its capacity as the to each record holder of the Series D Preferred Units, Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this SectionSchedule A, any series or class or classes the holders of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, Units shall not be entitled have no right or claim to share thereinany of the remaining assets of the Partnership.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntaryPartnership, before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder Class A Units or any other class or series of Preferred Units of the Series D Preferred UnitsPartnership ranking, shall be entitled as to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether rights upon a voluntary or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such involuntary liquidation, dissolution or winding up of the Partnership or Partnership, junior to the General PartnerSeries C Preferred Units, the holders of Series C Preferred Units shall be entitled to be paid out of the assets of the PartnershipPartnership legally available for distribution to its unitholders, after payment of or proceeds thereof, distributable to provision for the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid debts and liquidating payments on any other units liabilities of the Partnership ranking on a parity with the Series D and any class or series of Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entitiesranking, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed as to be a liquidation, dissolution or winding up, rights upon any voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full senior to the General PartnerSeries C Preferred Units, in its capacity as the holder a liquidation preference of $25.00 per unit of the Series D C Preferred Units, as provided in this Sectionplus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) up to, any series but excluding, the date of payment. 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 liquidating distributions on all outstanding Series C Preferred Units and the corresponding amounts payable on all units of each other class or classes series of Junior Preferred Units shallranking, subject as to rights upon the Partnership’s liquidation, dissolution or winding up, on parity with the Series C Preferred Units in the distribution of assets, then the holders of Series C Preferred Units and each such other class or series of Preferred Units ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series C 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. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Units will have no right or claim to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Unitsremaining assets of the Partnership. The consolidation or merger of the Partnership with or into any other partnership, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be entitled deemed to share thereinconstitute a liquidation, dissolution or winding up of the Partnership. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of units of the Partnership or otherwise, is permitted under applicable law, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of units of the Partnership shall not be added to the Partnership’s total liabilities.

Liquidation Preference. (i) Upon any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Partnership, before any distribution or payment shall be made to holders of Series B Junior Units, notwithstanding anything in the Agreement to the contrary, including Section 13.02 of the Agreement, each holder of Series B Preferred Units shall be entitled to receive and be paid out of the assets of the Partnership legally available for distribution to the Partners pursuant to the Agreement a liquidation preference per Series B Preferred Unit equal to [$27.50 plus amount of Additional Consideration pursuant to the Merger Agreement], plus an amount equal to any accrued and unpaid distributions to but excluding the date of payment on the Series B Preferred Units held by such holder. (ii) In the event that, upon any such voluntary or involuntary dissolution, liquidation or winding up, the legally available assets of the Partnership are insufficient to pay the full amount of the liquidating distributions on all outstanding Series B Preferred Units and all other Partnership Interests ranking on parity with the Series B Preferred Units as to the liquidating distributions, then such assets shall be allocated pro rata among the holders of Series B Preferred Units and any such other Partnership Interest so that the amount of liquidating distributions paid per Series B Preferred Unit and any such other Partnership Interest shall in all cases bear to each other the same ratio that liquidating distributions to which holders of Series B Preferred Unit and any such other Partnership Interest would otherwise respectively be entitled pursuant to Section 2.C.(i) of this Exhibit G and the Agreement. (iii) After payment of the full amount of the liquidating distributions to which they are entitled pursuant to Section 2.C.(i) of this Exhibit G, the holders of Series B Preferred Units, as such, will have no right or claim to any of the remaining assets of the Partnership, shall cease to be Partners in respect of such Series B Preferred Units and the Series B Preferred Units shall be deemed cancelled. (iv) The consolidation or merger of the Partnership with or into any other partnership, corporation, trust or entity or of any liquidationother partnership, dissolution corporation, trust or other entity with or into the Partnership or the sale, lease or conveyance of all or substantially all of, the property or business of the Partnership, shall not be deemed to constitute a dissolution, liquidation or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger 2.C of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.Exhibit G.

Liquidation Preference. (i) In the event of any liquidation, dissolution or and winding up of the Partnership under Section 12.4 or the General Partnera sale, whether voluntary exchange or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer disposition of all or substantially all of the assets of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, either voluntary or involuntary, the Record Holders of the Series A Preferred Units shall be entitled to receive, out of the assets of the Partnership or General Partner. (ii) Subject available for distribution to the rights Partners or any assignees, prior and in preference to any distribution of any assets of the holders Partnership to the Record Holders of any other class or series of Partnership Units Interests, the positive value in each such holder’s Capital Account in respect of any series such Series A Preferred Units. If in the year of such liquidation and winding up, or class sale, exchange or classes other disposition of shares ranking on a parity with all or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up substantially all of the General Partner or assets of the Partnership, after payment any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Liquidation Preference of such Series A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall have been made be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in full respect of each Outstanding Series A Preferred Units is equal to the Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, in its capacity as the holder such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of the Series D A Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D G Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D G Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D G Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D G Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D G Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D G Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D G Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D G Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D G Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D E Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D E Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D E Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D E Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D E Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D E Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D E Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D E Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D E Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding up liquidation of the Partnership or Partnership, the General Partner, whether voluntary or involuntary, before any payment or distribution holders of Series F Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for its Partners a liquidation preference equal to the holders sum of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars (i) $25.00) 25.00 per Series D F Preferred Unit Unit, and (the “Liquidation Preference”ii) plus an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon distributions up to and including the date of final distribution to the redemption, in cash or property at its fair market value as determined by the General Partner, in its capacity as such holder; but Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights or rights upon liquidation of the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, Partnership. (b) If upon any such liquidation, dissolution or winding up liquidation of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D F Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series F Preferred Units and any such other units Preferred Parity Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D F Preferred Units and any such other units Preferred Parity Units if all amounts payable thereon were paid in full. For the purposes . (c) Written notice of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all any such liquidation of the Partnership’s , stating the payment date or dates when, and the General Partner’s assetsplace or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not be deemed less than 30 nor more than 60 days prior to be a liquidationthe payment date stated therein, dissolution or winding up, voluntary or involuntary, to each holder of Series F Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership or General PartnerPartnership. (iid) Subject to Upon the rights liquidation of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder respect of the Series D F Preferred Units, as provided in this Section, any series or class or classes the holders of Junior Series F Preferred Units shall, subject to any respective terms and provisions applying thereto, shall not be entitled to receive any and all assets remaining to be paid further amounts in respect of Series F Preferred Units. (e) None of a consolidation or distributed, and the General Partner, in its capacity as the holder merger of the Series D Preferred UnitsPartnership with or into another entity, a merger of another entity with or into the Partnership, a sale, lease or conveyance of all or substantially all of the Partnership’s property shall not be entitled to share thereinconsidered a liquidation of the affairs of the Partnership for purposes of this Section 5.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D C Preferred Units, Units shall be entitled to receive Twenty-Five Fifty Dollars ($25.0050.00) per Series D C-1 Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as holders of such holderunits; but the General Partner, in its capacity as holders of the holder of Series D C-1 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as holders of the holder of Series D C Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D C-1 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D C-1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D C-1 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D C-1 Preferred Units, Units as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder holders of the Series D C-1 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General PartnerPartnership, whether voluntary or involuntarythe holders of the Series J Preferred Units shall be entitled to receive, before any payment or distribution out of the assets of the Partnership shall be made legally available for distribution to the Partners pursuant to Section 13.2.A of the Partnership Agreement, liquidating distributions in cash or set apart for the holders of Junior Units, property at fair market value as determined by the General Partner, in its capacity as the holder Partner equal to a liquidation preference of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) 25.00 per Series D J Preferred Unit (the “Liquidation Preference”) Unit, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to distributions to, but not including, the date of final payment, before any distribution of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the General Partner, in its capacity Series J Preferred Units as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, liquidation rights. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be Partnership are insufficient to pay in make such full the preferential amount aforesaid and liquidating payments on any other units payment to holders of the Series J Preferred Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series D J Preferred Units as to such distributionin the distribution of assets, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D J Preferred Units and other such Partnership Interests shall share ratably in any such other units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes full liquidating distributions to which they would otherwise be respectively entitled. (iii) After payment of this Section Cthe full amount of the liquidating distributions to which they are entitled, the holders of Series J Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (iiv) None of a consolidation or merger of the Partnership with or the General Partner into another entity, a merger of another entity with one or more entities, (ii) a statutory share exchange by into the Partnership or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s property or the General Partner’s assets, business shall not be deemed to be considered a liquidation, dissolution or winding up, voluntary or involuntary, liquidation of the Partnership or General PartnerPartnership. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D A Preferred Units, shall be entitled to receive Twenty-Five Twenty Seven Dollars and Eight Cents ($25.0027.08) (the "Series A Liquidation Preference") per Series D A Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D A Preferred Units, Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of 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 (ii) the distribution determined pursuant to clause (b) of the first sentence of Section 2(A) for the preceding Distribution Period. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D A Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D A Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, (ix) a consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the General Partner’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (iiB) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D A Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D A Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D One Preferred Units, Units shall be entitled to receive TwentyThirty-Five four Dollars ($25.0034.00) per Series D One Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder such holders of Series D One Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D One Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D One Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D One Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iib) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares Units ranking on a parity with or prior senior to the Series D One Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D One Preferred Units and Parity Units, as provided in this SectionSection 4, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder . (c) After payment of the full amount of the liquidating distributions to which they are entitled pursuant to Sections 4(a) and (b), the holders of Series D One Preferred UnitsUnits will have no right or claim to any of the remaining assets of the Partnership. (d) The consolidation or merger of the Partnership with or into any other corporation, partnership or entity or of any other corporation, partnership or entity with or into the Partnership, or an exchange of Units or partnership interests, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall not be entitled deemed to share thereinconstitute a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Class C Preferred Units, shall be entitled to receive receive, out of the Partnership’s assets legally available for that purpose, Twenty-Five Dollars ($25.00) per Series D Class C Preferred Unit (the “Liquidation Preference”) plus an amount per Class C Preferred Unit equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Class C Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Class C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid Liquidation Preference and liquidating payments on all accrued and unpaid distributions (whether or not earned or declared) and the liquidation preference and all accrued and unpaid distributions with respect to any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Class C Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D Class C Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Class C Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Class C Preferred Units, as provided in this SectionSection C, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Class C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-11 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder’s Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-11 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-11 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-11 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-11 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-11 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-11 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-11 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-11 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-7 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder's Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-7 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-7 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-7 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-7 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-7 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-7 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-7 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-7 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D L Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D L Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D L Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D L Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D L Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D L Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D L Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D L Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D L Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D H Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D H Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D H Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D H Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D H Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D H Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D H Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D H Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D H Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-16 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) Redemption Price plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partnersuch holders, in its capacity as such holder; but the General Partner, in its capacity as the holder holders of Series D D-16 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-16 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-16 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-16 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C and 2.G, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-16 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-16 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-16 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the 8.125% Series D A Cumulative Redeemable Preferred Units, shall be entitled to receive receive, out of the Partnership’s assets legally available for that purpose, Twenty-Five Dollars ($25.00) per 8.125% Series D A Cumulative Redeemable Preferred Unit (the “Liquidation Preference”) plus an amount per 8.125% Series A Cumulative Redeemable Preferred Unit equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of 8.125% Series D A Cumulative Redeemable Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of 8.125% Series D A Cumulative Redeemable Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid Liquidation Preference and liquidating payments on all accrued and unpaid distributions (whether or not earned or declared) and the liquidation preference and all accrued and unpaid distributions with respect to any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such 8.125% Series D A Cumulative Redeemable Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such 8.125% Series D A Cumulative Redeemable Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the 8.125% Series D A Cumulative Redeemable Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the 8.125% Series D A Cumulative Redeemable Preferred Units, as provided in this SectionSection C, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the 8.125% Series D A Cumulative Redeemable Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General Partner, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsCommon Units or any other partnership interests in the Partnership or Units ranking junior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the General Partner, in its capacity as the holder holders of the Series D Preferred UnitsUnits shall, shall with respect to each such Unit, be entitled to receive Twenty-Five Dollars ($25.00) per receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series D Preferred Unit (Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the “Liquidation Preference”) Partnership, an amount equal to $50, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment(including all accumulated and unpaid distributions). If, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D Preferred Units, shall be Units are insufficient to pay in full the preferential amount aforesaid on the Series D Preferred Units and liquidating payments on any other units 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 ranking Partnership, on a parity with the Series D Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D Preferred Units, Units and the holders of any such other units Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section C6, none of (i) a consolidation or merger of the Partnership with or the General Partner with one or more entitiesinto another entity, (ii) a statutory share exchange by merger of another entity with or into the Partnership or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the General Partner’s 's assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or General PartnerPartnership. (iib) Subject to the rights Written notice of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any such liquidation, dissolution or winding winding-up of the General Partner or the Partnership, after stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall have been made in full be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the General Partnerpayment date stated therein, in its capacity as the to each record holder of the Series D Preferred Units, Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this SectionSchedule A, any series or class or classes the holders of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, Units shall not be entitled have no right or claim to share thereinany of the remaining assets of the Partnership.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or (referred to herein as a “Liquidation”), the General Partner, whether voluntary or involuntary, before any payment or distribution holders of the Series A Preferred Units will be entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to its unitholders, in cash or set apart for the holders of Junior Units, property at its fair market value as determined by the General Partner, in its capacity as an amount, for each outstanding Series A Preferred Unit equal to the holder greater of (i) the Liquidation Amount (subject to proportionate adjustment in the event of a recapitalization, unit distribution, combination or other proportionate reduction or increase to the Series D A Preferred Units), shall be entitled plus an amount equal to receive Twenty-Five Dollars any accrued and unpaid distributions ($25.00whether or not accumulated or authorized and declared) per to the date of payment or (ii) the amount that would have been payable had each Series D A Preferred Unit been converted into a Common Unit ~#4852-2301-9946~ pursuant to Section 6(a) hereof immediately prior to such Liquidation, in the event such Series A Preferred Unit is convertible pursuant to Section 6(a) at the time of such Liquidation (clauses (i) and (ii), collectively, the “Liquidation Preference”) plus an amount equal ), in each case before any distribution or payment is made to all distributions (whether holders of Common Units or not earned or declared) accrued and unpaid thereon any Junior Units as to the date distribution of final distribution assets upon a Liquidation but subject to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder preferential rights of Series D Preferred Units, shall not be entitled to holders of any further payment. If, upon any such liquidation, dissolution or winding up class of units of the Partnership or ranking senior to the General PartnerSeries A Preferred Units as to the distribution of assets upon a Liquidation. After payment of the full amount of the Liquidation Preference 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. (b) In the event that, or proceeds thereofupon any Liquidation of the Partnership, distributable the available assets of the Partnership are insufficient to pay the General Partner, in its capacity as the holder of Liquidation Preference on all outstanding Series D A Preferred Units, shall be insufficient to pay in full then the preferential amount aforesaid holders of Series A Preferred Units and liquidating payments on any all other units such equity securities of the Partnership ranking on a parity with the Series D A Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, share ratably in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably distribution of assets in accordance with proportion to the respective amounts that full liquidating distributions per unit to which they would otherwise be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. respectively entitled. (c) For the purposes of this Section C4, neither the voluntary sale, lease, exchange, transfer or conveyance (ifor cash, securities or other consideration) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s property or assets of the Partnership to, nor the merger or consolidation or any other business combination of the Partnership with or into any other entity or the General Partner’s assetsmerger or consolidation of any other entity into or with the Partnership or a statutory unit exchange by the Partnership, shall not be deemed to be a liquidationLiquidation. Upon a Partnership Change of Control, dissolution if the outstanding Series A Preferred Units are not redeemed, repurchased or winding upconverted as provided in Section 5 or 6 hereof, then the Partnership will cause any acquirer of the Partnership to assume the obligations set forth herein and be subject to the terms and conditions set forth herein. Notwithstanding the foregoing, if such assumption is not permitted by law, the Partnership shall take any actions under its control necessary to cause the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein (including the inclusion of a provision in the relevant merger or consolidation agreement requiring the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein). (d) In determining whether a distribution (other than upon voluntary or involuntaryinvoluntary Liquidation), by redemption or other acquisition of equity securities of the Partnership or General Partnerotherwise, is permitted under Delaware law, 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 Series A Preferred Units shall not be added to the Partnership’s total liabilities. (iie) Subject to the rights of the holders of Partnership Units Written notice of any series Liquidation, 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 or classes of shares ranking on a parity with or mail, postage prepaid, not less than 30 nor more than 60 days prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full date stated therein to the General Partner, in its capacity as the each record holder of the Series D A Preferred Units, as provided in this Section, any series or class or classes Units at the respective address of Junior Units 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 General Partner, in its capacity such holders as the holder same shall appear on the unit transfer records of the Series D Preferred Units, shall not be entitled to share thereinPartnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D A Preferred Units, Partnership Units shall be entitled to receive Twenty-Five Dollars ($25.00) 25 per Series D Preferred Unit (the “Liquidation Preference”) plus an amount per Unit equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to to, but not including, the date of final distribution to the General Partner, in its capacity as such holderholders; but such holders of the General Partner, in its capacity as the holder of Series D A Preferred Units, Partnership Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D A Preferred Units, Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D A Preferred Units, Partnership Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D A Preferred Partnership Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section CD, none of (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share Unit exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D A Preferred Partnership Units, as provided in this SectionSection D, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder holders of the Series D A Preferred Units, Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General Partner, whether voluntary or involuntaryPartnership, before any distribution or payment shall be made to the holders of any Common Units or distribution Junior Preferred Units, the holders of the Series D Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership shall be made legally available for distribution to its Partners after payment or set apart provision for the holders payment of Junior Units, the General Partner, in its capacity as the holder all debts and other liabilities of the Series D Preferred UnitsPartnership, shall be entitled to receive Twenty-Five Dollars (a liquidation preference in cash of $25.00) 25.00 per Series D Preferred Unit (the “Base Liquidation Preference”) ), plus an amount equal to all distributions (whether or not earned or declared) any accrued and unpaid thereon to distributions to, but not including, the date of final distribution to payment or the General Partner, in its capacity as such holder; but date the General Partner, in its capacity as liquidation preference is set apart for payment (the holder of Series D Preferred Units, shall not be entitled to any further payment. If, “Liquidating Distributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the available assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be Partnership are insufficient to pay in the full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking Liquidating Distributions on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such all outstanding Series D Preferred Units and any such other units if all the corresponding amounts payable thereon were paid in full. For the purposes of this Section Con all outstanding Parity Preferred Units, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of then the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon 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 General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D Preferred Units, Units and any Parity 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 D 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-4 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D D-4 Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to the date of final distribution to the General Partner, in its capacity as holders of such holderunits; but the General Partner, in its capacity as the holder holders of Series D D-4 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-4 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-4 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-4 Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner.any (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-4 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-4 Preferred Units, Units as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-4 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding up liquidation of the Partnership or Partnership, the General Partner, whether voluntary or involuntary, before any payment or distribution holders of Series D Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for its Partners a liquidation preference equal to the holders sum of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars (i) $25.00) 25.00 per Series D Preferred Unit Unit, and (the “Liquidation Preference”ii) plus an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon distributions to but excluding the date of final distribution to the redemption without interest, in cash or property at its fair market value as determined by the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Series D Preferred Units, shall not be entitled Units with respect to any further payment. If, distribution rights or rights upon liquidation of the Partnership. (b) If upon any such liquidation, dissolution or winding up liquidation of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D Preferred Units, Units and the holders of any such other units Preferred Parity Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D Preferred Units and any such other units Preferred Parity Units if all amounts payable thereon were paid in full. For the purposes . (c) Written notice of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all any such liquidation of the Partnership’s , stating the payment date or dates when, and the General Partner’s assetsplace or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or less than 30 nor more than 60 days prior to the payment date stated therein, to each holder of Series D Preferred Units upon any liquidation, dissolution or winding up at the respective addresses of such holders as the same shall appear on the records of the General Partner or Partnership. (d) Upon the liquidation of the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder respect of the Series D Preferred Units, as provided in this Section, any series or class or classes the holders of Junior Series D Preferred Units shall, subject to any respective terms and provisions applying thereto, shall not be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, further amounts in its capacity as the holder respect of the Series D Preferred Units. (e) 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 sale, lease or conveyance of all or substantially all of the Partnership’s property shall not be entitled to share thereinconsidered a liquidation of the affairs of the Partnership for purposes of this Section 5.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or affairs of the Partnership, the General Partner, whether voluntary or involuntaryin its capacity as holder of the Series H-1 Preferred Units, before any payment or distribution shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference per Series H-1 Preferred Unit equal to Liquidation Value, before any distribution or payment shall be made to or set apart for the holders of Junior UnitsCommon Units or any other class or series of Partnership Units ranking junior to the Series H-1 Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series H-1 Preferred Units and the corresponding amounts payable on any other classes or series of Partnership Units ranking on a parity with the Series H-1 Preferred Units in the distribution of assets, then the General Partner, in its capacity as the holder of the Series D H-1 Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (and the “Liquidation Preference”) plus an amount equal to holders of all distributions (whether other such classes or not earned or declared) accrued and unpaid thereon to the date series of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Units ranking on a parity with the Series D H-1 Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, share ratably in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably distribution of assets in accordance with proportion to the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in fullrespectively entitled. For the purposes of this Section C2, (i) a the consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s property or the General Partner’s assets, business shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or General PartnerPartnership. (iib) Subject to the rights After payment of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up full amount of the General Partner or the Partnershipliquidating distributions to which they are entitled, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D H-1 Preferred Units, as provided in this Section, any series will have no right or class or classes of Junior Units shall, subject claim to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share thereinremaining assets of the Partnership.

Liquidation Preference. (ia) Payment to Holders of Series C Preferred Units. In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerCompany, whether voluntary or involuntary, and subject to the right to payment of holders of Preferred Units ranking senior to or on parity with the Series C Preferred Units, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Series C Junior Units, the General Partner, in its capacity as the each holder of the Series D C Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, 's Capital Account in respect of its capacity as the holder of Series D C Preferred Units, but the holders of Series C Preferred Units shall not be entitled to any further paymentpayment in respect of their Series C Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D C Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionC Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D C Preferred Units, Units and the holders of any such other units Series C Parity Units ratably in accordance with the respective amounts that would be payable on such Series D C Preferred Units and any such other units Series C Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C5, (i) none of a consolidation or merger of the Partnership Company with or the General Partner with one or more i▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ entities, (ii) a merger of an entity with or into the Company, a statutory share exchange by the Partnership Company or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the General Partner’s assets, Company's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerCompany. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D M Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D M Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D M Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D M Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D M Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D M Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D M Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D M Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D M Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General Partner, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsCommon Units or any other partnership interests in the Partnership or Units ranking junior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the General Partner, in its capacity as the holder holders of the Series D Preferred UnitsUnits shall, shall with respect to each such Unit, be entitled to receive Twenty-Five Dollars ($25.00) per receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series D Preferred Unit (Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the “Liquidation Preference”) Partnership, an amount equal to $50, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment(including all accumulated and unpaid distributions). If, If upon any such liquidation, voluntary or involuntary dissolution or winding winding-up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, thereof distributable to among the General Partner, in its capacity as holders of the holder of Series D Preferred Units, shall be Units are insufficient to pay in full the preferential amount aforesaid on the Series D Preferred Units and liquidating payments payment on any other units 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 ranking Partnership, on a parity with the Series D Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D Preferred Units, Units and the holders of any such other units Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section C▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of (i) a consolidation or merger of the Partnership with or the General Partner with one or more entitiesinto another entity, (ii) a statutory share exchange by merger of another entity with or into the Partnership or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the General Partner’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or General PartnerPartnership. (iib) Subject to the rights Written notice of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any such liquidation, dissolution or winding winding-up of the General Partner or the Partnership, after stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall have been made in full be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the General Partnerpayment date stated therein, in its capacity as the to each record holder of the Series D Preferred Units, Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this SectionSchedule B, any series or class or classes the holders of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, Units shall not be entitled have no right or claim to share thereinany of the remaining assets of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-15 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder’s Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-15 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-15 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-15 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-15 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-15 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-15 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-15 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-15 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntaryinvoluntary ("Liquidation Event"), before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D Z Preferred Units, Units shall be entitled to receive Thirty-Seven Dollars and Twenty-Five Dollars Cents ($25.0037.25) per Series D Z Preferred Unit (the “"Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment"). If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerLiquidation Event, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D Z Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D Z Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D Z Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iib) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares Units ranking on a parity with or prior senior to the Series D Z Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnershipsuch Liquidation Event, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D Z Preferred Units and Parity Units, as provided in this SectionSection 4, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder . (c) After payment of the full amount of the liquidating distributions to which they are entitled pursuant to Sections 4(a) and (b), the holders of Series D Z Preferred UnitsUnits will have no right or claim to any of the remaining assets of the Partnership. (d) The consolidation or merger of the Partnership with or into any other corporation, partnership or entity or of any other corporation, partnership or entity with or into the Partnership, or an exchange of Units or partnership interests, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall not be entitled deemed to share thereinconstitute a Liquidation Event.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D H Preferred Units, Units shall be entitled to receive Twenty-Twenty Five Dollars ($25.00) (the "Series H Liquidation Preference") per Series D H Preferred Unit (the “Liquidation Preference”) plus 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 holderholders; but the General Partner, in its capacity as holders of the holder of Series D H Preferred Units, Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (i) of the first sentence of Section 2(A) or (ii) the distribution determined pursuant to clause (ii) of the first sentence of Section 2(A) for the preceding Distribution Period. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as holders of the holder of Series D H Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D H Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D H Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, (ix) a consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the General Partner’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (iiB) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D H Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D H Preferred Units, Units as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D H Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or affairs of the Partnership, the General Partner, whether voluntary or involuntaryin its capacity as holder of the Series G Preferred Units, before any payment or distribution shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of $2,500.00 per Series G Preferred Unit, plus an amount equal to any accrued and unpaid distributions to the date of payment (whether or not declared on such Series G Preferred Unit), before any distribution or payment shall be made to or set apart for the holders of Junior UnitsCommon Units or any other class or series of Partnership Units ranking junior to the Series G Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series G Preferred Units and the corresponding amounts payable on any other classes or series of Partnership Units ranking on a parity with the Series G Preferred Units in the distribution of assets, then the General Partner, in its capacity as the holder of the Series D G Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (and the “Liquidation Preference”) plus an amount equal to holders of all distributions (whether other such classes or not earned or declared) accrued and unpaid thereon to the date series of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Units ranking on a parity with the Series D G Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, share ratably in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably distribution of assets in accordance with proportion to the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in fullrespectively entitled. For the purposes of this Section C2, (i) a the consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s property or the General Partner’s assets, business shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or General PartnerPartnership. (iib) Subject to the rights After payment of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up full amount of the General Partner or the Partnershipliquidating distributions to which they are entitled, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D G Preferred Units, as provided in this Section, any series will have no right or class or classes of Junior Units shall, subject claim to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share thereinremaining assets of the Partnership.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General Partner, whether voluntary or involuntaryPartnership, before any distribution or payment shall be made to the holders of any Common Units or distribution Junior Preferred Units, the holders of the Series E Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership shall be made legally available for distribution to its Partners after payment or set apart provision for the holders payment of Junior Units, the General Partner, in its capacity as the holder all debts and other liabilities of the Series D Preferred UnitsPartnership, shall be entitled to receive Twenty-Five Dollars (a liquidation preference in cash of $25.00) 25.00 per Series D E Preferred Unit (the “Base Liquidation Preference”) ), plus an amount equal to all distributions (whether or not earned or declared) any accrued and unpaid thereon to distributions to, but not including, the date of final distribution to payment or the General Partner, in its capacity as such holder; but date the General Partner, in its capacity as liquidation preference is set apart for payment (the holder of Series D Preferred Units, shall not be entitled to any further payment. If, “Liquidating Distributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the available assets of the Partnership, or proceeds thereof, distributable Partnership are insufficient to pay the General Partner, in its capacity as full amount of the holder of Liquidating Distributions on all outstanding Series D E Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D E Preferred Units and Parity Preferred Units shall share ratably in any such other units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partnerrespectively entitled. (iic) Subject to the rights of the holders of Partnership Units of Upon any series voluntary or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D E Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D E Preferred Units, Units and any Parity 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 E 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. (ia) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D Four Preferred Units, Units shall be entitled to receive Twenty-Five Fifty Dollars ($25.0050.00) per Series D Four Preferred Unit (the “Liquidation Preference”) ), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon pursuant to Section 3 to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder such holders of Series D Four Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D Four Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D Four Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D Four Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iib) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon Upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D Four Preferred Units and Parity Units, as provided in this SectionSection 4, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder . (c) After payment of the full amount of the liquidating distributions to which they are entitled pursuant to Sections 4(a) and (b), the holders of Series D Four Preferred UnitsUnits will have no right or claim to any of the remaining assets of the Partnership. (d) The consolidation or merger of the Partnership with or into any other corporation, partnership, trust or entity or of any other corporation, partnership, trust or entity with or into the Partnership, or an exchange of Units or partnership interests, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership (unless the net proceeds of any of the foregoing transactions shall be distributed to the holders of Units rather than reinvested), shall not be entitled deemed to share thereinconstitute a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D J Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D J Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D J Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D J Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D J Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D J Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D J Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D J Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D J Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series Z Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series Z Preferred Unit (the “Series Z Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D Z Preferred Units, Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Parity Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series Z Preferred Units and any such other units Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D Z Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iic) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon Upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D Z Preferred Units and any Parity Preferred Units, as provided in this Section, any series other Series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D Z Preferred Units, Units and any Parity Preferred Units shall not be entitled to share therein. 43694956 (d) None of a consolidation, merger or conversion 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D B Pass-Through Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D B Pass-Through Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D B Pass-Through Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D B Pass-Through Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D B Pass-Through Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D B Pass-Through Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D B Pass-Through Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D B Pass-Through Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D B Pass-Through Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D G-2 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) the Series G-2 Preferred Unit Redemption Value per Series D G-2 Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partnersuch holders, in its capacity as such holder; but the General Partner, in its capacity as the holder holders of Series D G-2 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D G-2 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D G-2 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D G-2 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C and 2.G, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D G-2 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D G-2 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D G-2 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntaryLiquidation Event, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D B Preferred Units, Units shall be entitled to receive Twenty-Five Dollars (i) a liquidating distribution in the amount of $25.0025.00 per unit, plus (ii) an amount per Series D B Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned authorized or declared) accrued and unpaid thereon to to, but excluding, the date of final distribution to such holders (the General Partner, in its capacity as such holder; but “Liquidation Preference”). Such holders of the General Partner, in its capacity as the holder of Series D B Preferred Units, Units shall not be entitled to any further payment. . (b) If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerLiquidation Event, the assets of the PartnershipCompany, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D B Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with Parity Units, including the Series D A Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D B Preferred Units and any such other Parity Units, including the Series A Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D B Preferred Units and any such other units Parity Units, including the Series A Preferred Units, if all amounts payable thereon were paid in full. For the purposes of this Section Cparagraph (6), none of (i) a consolidation or merger of the Partnership or the General Partner Company with one or more other entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale voluntary sale, transfer or transfer conveyance of all or substantially all of the Partnership’s or the General PartnerCompany’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, Liquidation Event of the Partnership or General PartnerCompany. (iic) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to Parity Units, including the Series D A Preferred Units Units, upon any liquidation, dissolution or winding up of the General Partner or the PartnershipCompany, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D B Preferred Units, as provided in this Sectionparagraph (6), any series or class or classes of Junior Units Equity Securities 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 General Partner, in its capacity as the holder holders of the Series D B Preferred Units, Units shall not be entitled to share therein. (d) Written notice of any such liquidation, dissolution or winding up of the Company, 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 thirty (30) nor more than sixty (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 share transfer records of the Corporation. (e) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of units of the Company or otherwise, is permitted under the Act, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series B Preferred Units shall not be added to the Company’s total liabilities.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or affairs of the Partnership, the General Partner, whether voluntary or involuntaryin its capacity as holder of the Series H-2 Preferred Units, before any payment or distribution shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference per Series H-2 Preferred Unit equal to Liquidation Value, before any distribution or payment shall be made to or set apart for the holders of Junior UnitsCommon Units or any other class or series of Partnership Units ranking junior to the Series H-2 Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series H-2 Preferred Units and the corresponding amounts payable on any other classes or series of Partnership Units ranking on a parity with the Series H-2 Preferred Units in the distribution of assets, then the General Partner, in its capacity as the holder of the Series D H-2 Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (and the “Liquidation Preference”) plus an amount equal to holders of all distributions (whether other such classes or not earned or declared) accrued and unpaid thereon to the date series of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Units ranking on a parity with the Series D H-2 Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, share ratably in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably distribution of assets in accordance with proportion to the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in fullrespectively entitled. For the purposes of this Section C2, (i) a the consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s property or the General Partner’s assets, business shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or General PartnerPartnership. (iib) Subject to the rights After payment of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up full amount of the General Partner or the Partnershipliquidating distributions to which they are entitled, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D H-2 Preferred Units, as provided in this Section, any series will have no right or class or classes of Junior Units shall, subject claim to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share thereinremaining assets of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-13 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the holder's Capital Account in respect of those Series D-13 Preferred Units as of the date of final distribution such liquidation, dissolution or winding up after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the General Partner, in its capacity as such Agreement and the holder's Capital Account is adjusted accordingly (the "Liquidation Preference"); but the General Partner, in its capacity as the holder holders of Series D D-13 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-13 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-13 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-13 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-13 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-13 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-13 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or Partnership, the General Partner, whether voluntary or involuntary, before any payment or distribution holders of the Series G Preferred Units shall be entitled to receive out of the assets of the Partnership shall be made available for distribution to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder Partners pursuant to Section 13.02.A of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars (Partnership Agreement a liquidation preference of $25.00) 25.00 per Series D G Preferred Unit (the “Liquidation Preference”) Unit, plus an amount equal to all any accumulated and unpaid distributions (whether or not earned or declaredauthorized) accrued and unpaid thereon to the date of final payment (the “Series G Liquidation Value”), before any distribution of assets is made to holders of Class A Units, Class B Units, Series H Preferred Units or any other Partnership Interests that rank junior to the General Partner, in its capacity Series G Preferred Units as such holder; but to the General Partner, in its capacity as distribution of assets upon the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series G Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the General PartnerPartnership. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable Partnership legally available for distribution to its Partners are insufficient to make such full payment to the General Partner, in its capacity as holders of the holder of Series D G Preferred Units, shall be insufficient to pay in full and the preferential amount aforesaid and liquidating payments corresponding amounts payable on any all other units of the Partnership Interests ranking on a parity with the Series D G Preferred Units as to such distributionthe distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then such assets, or the proceeds thereof, shall be distributed among holders of the General Partner, in its capacity as the holder of such Series D G Preferred Units, and all other holders of such Partnership Interests 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 G Liquidation Value, the holders of the Series G Preferred Units, shall have no right or claim to any such other units ratably in accordance with of the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For remaining assets of the purposes Partnership. (iv) None of this Section C, (i) a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the General Partner with one or more entitiesPartnership, (ii) a statutory share unit exchange by the Partnership or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s property or the General Partner’s assets, business shall not be deemed to be considered a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or affairs of the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-5 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder's Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-5 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-5 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-5 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-5 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-5 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-5 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-5 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-5 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series G Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series G Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D G Preferred Units, Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Parity Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series G Preferred Units and any such other units Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D G Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iic) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon Upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D G Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D G Preferred Units, Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation, merger or conversion 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or affairs of the Partnership, the General Partner, whether voluntary or involuntaryin its capacity as holder of the Series F Preferred Units, before any payment or distribution shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of $1,000.00 per Series F Preferred Unit, plus an amount equal to any accrued and unpaid distributions to the date of payment (whether or not declared on such Series F Preferred Unit), before any distribution or payment shall be made to or set apart for the holders of Junior UnitsCommon Units or any other class or series of Partnership Units ranking junior to the Series F Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series F Preferred Units and the corresponding amounts payable on any other classes or series of Partnership Units ranking on a parity with the Series F Preferred Units in the distribution of assets, then the General Partner, in its capacity as the holder of the Series D F Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (and the “Liquidation Preference”) plus an amount equal to holders of all distributions (whether other such classes or not earned or declared) accrued and unpaid thereon to the date series of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Units ranking on a parity with the Series D F Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, share ratably in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably distribution of assets in accordance with proportion to the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in fullrespectively entitled. For the purposes of this Section C2, (i) a the consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s property or the General Partner’s assets, business shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or General PartnerPartnership. (iib) Subject to the rights After payment of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up full amount of the General Partner or the Partnershipliquidating distributions to which they are entitled, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D F Preferred Units, as provided in this Section, any series will have no right or class or classes of Junior Units shall, subject claim to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share thereinremaining assets of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D G-1 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) Redemption Price plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partnersuch holders, in its capacity as such holder; but the General Partner, in its capacity as the holder holders of Series D G-1 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D G-1 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D G-1 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D G-1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C and 2.G, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D G-1 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D G-1 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D G-1 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (i) 1. In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-10 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder’s Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-10 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-10 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-10 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-10 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-10 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) 2. Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-10 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-10 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-10 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D B Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D B Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D B Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D B Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D B Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D B Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D B Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D B Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D B Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) 1. In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-14 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder’s Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-14 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-14 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-14 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-14 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-14 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) 2. Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-14 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-14 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-14 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D F Preferred Units, shall be entitled to receive TwentyThirty-Five Seven Dollars and Fifty Cents ($25.0037.50) (the "Series F Liquidation Preference") per Series D F Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D F Preferred Units, shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of 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 (ii) the distribution determined pursuant to clause (b) of the first sentence of Section 2(A) for the preceding Distribution Period. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D F Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D F Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D F Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, (ix) a consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the General Partner’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (iiB) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D F Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D F Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D F Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-12 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder’s Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-12 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-12 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-12 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-12 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-12 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-12 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-12 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-12 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General Partner, whether voluntary or involuntaryPartnership, before any distribution or payment shall be made to the holders of any Common Units or distribution Junior Preferred Units, the holders of the Series B 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 shall be made legally available for distribution to its Partners after payment of or set apart provision for the holders payment of Junior Units, the General Partner, in its capacity as the holder all debts and other liabilities of the Series D Preferred UnitsPartnership, shall be entitled to receive Twenty-Five Dollars (a liquidation preference in cash of $25.00) 25.00 per Series D B Preferred Unit (the “Base Liquidation Preference”) ), plus an amount equal to all distributions (whether or not earned or declared) any accrued and unpaid thereon to distributions to, but not including, the date of final distribution to payment or the General Partner, in its capacity as such holder; but date the General Partner, in its capacity as liquidation preference is set aside for payment (the holder of Series D Preferred Units, shall not be entitled to any further payment. If, “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the available assets of the Partnership, or proceeds thereof, distributable Partnership are insufficient to pay the General Partner, in its capacity as full amount of the holder of Liquidating Distributions on all outstanding Series D B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D B Preferred Units and Parity Preferred Units shall share ratably in any such other units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, (ifull Liquidating Distributions to which they would otherwise be respectively entitled. c) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, Upon any voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D B Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D B Preferred Units, Units and any Parity 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 B 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-8 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder's Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-8 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-8 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-8 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D D-8 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-8 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-8 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-8 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D F Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D F Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D F Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D F Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D F Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D F Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D F Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D F Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D F Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General Partner, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Series K Preferred Units, Series L Preferred Units, Common Units or any other partnership interests in the General PartnerPartnership or Units ranking junior to the Series G Preferred Units as to the distribution of assets upon the liquidation, in its capacity as dissolution or winding-up of the holder Partnership, the holders of the Series D G Preferred UnitsUnits shall, shall with respect to each such Unit, be entitled to receive Twentyreceive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series G Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-Five Dollars up of the Partnership, an amount equal to $25.00 (or property having a fair market value as determined by the General Partner valued at $25.00) 25.00 per Series D G Preferred Unit (the “Liquidation Preference”) Unit), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. (including all accumulated and unpaid distributions). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D G Preferred Units, shall be Units are insufficient to pay in full the preferential amount aforesaid on the Series G Preferred Units and liquidating payments on any other units 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 ranking Partnership, on a parity with the Series D G Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series G Preferred Units and any such other units Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series D G Preferred Units and any such other units Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. . (c) Written notice of 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 G 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 D, the holders of Series G Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section C6, none of (i) a consolidation or merger of the Partnership with or the General Partner with one or more entitiesinto another entity, (ii) a statutory share exchange by merger of another entity with or into the Partnership or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the General Partner’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership (unless all or General Partner. (ii) Subject to the rights substantially all of the holders of Partnership Units of any series or class or classes of shares ranking on proceeds thereof are distributed by the Partnership, in which case a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding winding-up of the General Partner or the Partnership, after payment Partnership shall be deemed to have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share thereinoccurred).

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D I Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D I Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D I Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D I Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D I Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D I Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D I Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D I Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D I Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D C Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Series C Liquidation Preference”) per Series C Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D C Preferred Units, Units shall not be entitled to any further paymentpayment with respect to such Series C Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D C Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D C Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, (ix) a consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s property or the General Partner’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (iiB) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D C Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D C Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In Upon the event of any liquidation, dissolution or winding up liquidation of the Partnership or Partnership, the General Partner, whether voluntary or involuntary, before any payment or distribution holders of Series A Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for its Partners a liquidation preference equal to the holders sum of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars (i) $25.00) 25.00 per Series D A Preferred Unit Unit, and (the “Liquidation Preference”ii) plus an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon distributions to but excluding the date of final distribution to the redemption without interest, in cash or property at its fair market value as determined by the General Partner, in its capacity as such holder; but Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Series A Preferred Units with respect to distribution rights or rights upon liquidation of the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, Partnership. (b) If upon any such liquidation, dissolution or winding up liquidation of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D A Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series A Preferred Units and any such other units Preferred Parity Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D A Preferred Units and any such other units Preferred Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iic) Subject to Upon the rights liquidation of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder respect of the Series D A Preferred Units, as provided in this Section, any series or class or classes the holders of Junior Series A Preferred Units shall, subject to any respective terms and provisions applying thereto, shall not be entitled to receive any and all assets remaining to be paid further amounts in respect of Series A Preferred Units. (d) None of a consolidation or distributed, and the General Partner, in its capacity as the holder merger of the Series D Preferred UnitsPartnership with or into another entity, a merger of another entity with or into the Partnership, a sale, lease or conveyance of all or substantially all of the Partnership’s property shall not be entitled to share thereinconsidered a liquidation of the affairs of the Partnership for purposes of this Section 5.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D B Preferred Units, Units shall be entitled to receive Twenty-Five Dollars two thousand five hundred dollars ($25.002,500.00) per Series D B Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partnersuch holders, in its capacity as but such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, holders shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D B Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of the Series B Preferred Units and any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D B Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C3.3, (i) a consolidation or merger of the Partnership or the General Partner with one or more entitiesPersons, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the assets of the Partnership’s , or the General Partner’s assets, (iii) a statutory exchange of units shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (iib) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the PartnershipParity Units, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D B Preferred Units, as provided in this SectionSection 3.3, any other series or class or classes of Junior Units shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D B Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D E Preferred Units, Units shall be entitled to receive Twenty-Five Dollars two thousand five hundred dollars ($25.002,500.00) per Series D E Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partnersuch holders, in its capacity as but such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, holders shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D E Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of the Series E Preferred Units and any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D E Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C3.3, (i) a consolidation or merger of the Partnership or the General Partner with one or more entitiesPersons, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the assets of the Partnership’s , or the General Partner’s assets, (iii) a statutory exchange of units shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (iib) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the PartnershipParity Units, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D E Preferred Units, as provided in this SectionSection 3.3, any other series or class or classes of Junior Units shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D E Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $1,000 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to the Partnership Common Units or other Junior Units. (b) If upon any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D A Preferred Units, Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series A Preferred Units and any such other units Parity Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D A Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iic) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon Upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D A Preferred Units and any Parity Units, as provided in this Section, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D A Preferred Units, Units and any Parity 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D G-3 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) the Series G-3 Preferred Unit Redemption Value per Series D G-3 Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partnersuch holders, in its capacity as such holder; but the General Partner, in its capacity as the holder holders of Series D G-3 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D G-3 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D G-3 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D G-3 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C and 2.G, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D G-3 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D G-3 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D G-3 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D C Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) (the "Series C Liquidation Preference") per Series D C Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D C Preferred Units, Units shall not be entitled to any further paymentpayment with respect to such Series C Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D C Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D C Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, (ix) a consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the General Partner’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (iiB) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D C Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D C Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D N Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D N Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to as of the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D N Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D N Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among to the General Partner, in its capacity as the holder of such Series D N Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D N Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, liquidation or voluntary or involuntary dissolution or winding up, voluntary or involuntary, up of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D N Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D N Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D N Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment shall be made to holders of Common Units or any other class or series of Partnership Units ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to the Series B Preferred Units, the holders of Series B 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 $2,500 per unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) up to, but excluding the date of payment. 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 liquidating distributions on all outstanding Series B 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 B Preferred Units in the distribution of assets, then the holders of the Series B 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 B 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. After payment of the full amount of the liquidating distributions to which the holders of the Series B Preferred Units are entitled pursuant to the above, the holders of the 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 any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership or within the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes meaning of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner4. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-17 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-17 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-17 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-17 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder holders of the Series D D-17 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-6 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder's Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-6 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-6 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-6 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D D-6 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-6 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-6 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-6 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerCompany, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General PartnerCompany, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Series D Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General PartnerCompany, in its capacity as such holder; but the General PartnerCompany, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerCompany, the assets of the Partnership, or proceeds thereof, distributable to the General PartnerCompany, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General PartnerCompany, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C19.3, (i) a consolidation or merger of the Partnership or the General Partner Company with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General PartnerCompany’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerCompany. (iib) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner Company or the Partnership, after payment shall have been made in full to the General PartnerCompany, in its capacity as the holder of the Series D Preferred Units, as provided in this SectionSection 19.3, any series or class or classes of Junior Units 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 General PartnerCompany, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General Partner, whether voluntary or involuntaryPartnership, before any distribution or payment shall be made to the holders of any Common Units or distribution Junior Preferred Units, the holders of the Series F Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership shall be made legally available for distribution to its Partners after payment or set apart provision for the holders payment of Junior Units, the General Partner, in its capacity as the holder all debts and other liabilities of the Series D Preferred UnitsPartnership, shall be entitled to receive Twenty-Five Dollars (a liquidation preference in cash of $25.00) 25.00 per Series D F Preferred Unit (the “Base Liquidation Preference”) ), plus an amount equal to all distributions (whether or not earned or declared) any accrued and unpaid thereon to distributions to, but not including, the date of final distribution to payment or the General Partner, in its capacity as such holder; but date the General Partner, in its capacity as liquidation preference is set apart for payment (the holder of Series D Preferred Units, shall not be entitled to any further payment. If, “Liquidating Distributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the available assets of the Partnership, or proceeds thereof, distributable Partnership are insufficient to pay the General Partner, in its capacity as full amount of the holder of Liquidating Distributions on all outstanding Series D F Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D F Preferred Units and Parity Preferred Units shall share ratably in any such other units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partnerrespectively entitled. (iic) Subject to the rights of the holders of Partnership Units of Upon any series voluntary or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D F Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D F Preferred Units, Units and any Parity 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 F 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D F-1 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D F-1 Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as holders of such holderunits; but the General Partner, in its capacity as holders of the holder of Series D F-1 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as holders of the holder of Series D F-1 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D F-1 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D F-1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section CParagraph 2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerCompany, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General PartnerCompany, in its capacity as the holder of the Series D E Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D E Preferred Unit (the “Series E Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General PartnerCompany, in its capacity as such holder; but the General PartnerCompany, in its capacity as the holder of Series D E Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerCompany, the assets of the Partnership, or proceeds thereof, distributable to the General PartnerCompany, in its capacity as the holder of Series D E Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D E Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General PartnerCompany, in its capacity as the holder of such Series D E Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D E Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C20.3, (i) a consolidation or merger of the Partnership or the General Partner Company with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General PartnerCompany’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerCompany. (iib) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D E Preferred Units upon any liquidation, dissolution or winding up of the General Partner Company or the Partnership, after payment shall have been made in full to the General PartnerCompany, in its capacity as the holder of the Series D E Preferred Units, as provided in this SectionSection 20.3, any series or class or classes of Junior Units 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 General PartnerCompany, in its capacity as the holder of the Series D E Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D A Preferred Units, Units shall be entitled to receive Twenty-Five Fifty Dollars ($25.0050.00) per Series D A Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D A Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D A Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner.respective (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D A Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D A Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D C Preferred Units, Units shall be entitled to receive Twenty-Five Fifty Dollars ($25.0050.00) per Series D C-1 Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as holders of such holderunits; but the General Partner, in its capacity as holders of the holder of Series D C-1 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as holders of the holder of Series D C Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D C-1 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D C-1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D C Pass-Through Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D C Pass-Through Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D C Pass-Through Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D C Pass-Through Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner.its (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D C Pass-Through Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D C Pass-Through Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D C Pass-Through Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or Partnership, the Managing General Partner, whether voluntary or involuntaryin its capacity as holder of the Series C Preferred Units, before any payment or distribution shall be entitled to receive out of the assets of the Partnership shall be available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference of $25.00 per Series C Preferred Unit, plus an amount equal to any accumulated and unpaid distributions (whether or not earned or authorized) to the date of payment, before any distribution of assets is made to holders of Class A Units, Class B Units or set apart for any other Partnership Interests that rank junior to the Series C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Junior UnitsPartnership Interests ranking senior to the Series C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership legally available for distribution to its Partners are insufficient to make such full payment to the Managing General Partner, in its capacity as the holder of the Series D C Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series D C Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon Units as to the date distribution of final distribution to assets upon the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to then the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the Managing General Partner, in its capacity as the holder of the Series D C Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all other holders of such Partnership Interests shall share ratably in any such distribution of assets remaining in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be paid or distributedrespectively entitled. (iii) After payment of the full amount of the liquidating distributions to which they are entitled, and the Managing General Partner, in its capacity as the holder of the Series D C Preferred Units, shall not have no right or claim to any 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 entitled to share thereinconsidered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series H Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series H Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D H Preferred Units, Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Parity Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series H Preferred Units and any such other units Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D H Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iic) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon Upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D H Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D H Preferred Units, Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation, merger or conversion 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D E-1 Preferred Units, Units shall be entitled to receive Twenty-Five Fifty Dollars ($25.0050.00) per Series D E-1 Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as holders of such holderunits; but the General Partner, in its capacity as holders of the holder of Series D E-1 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as holders of the holder of Series D E-1 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D E-1 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D E-1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section CParagraph 2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D E-1 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D E-1 Preferred Units, Units as provided in this SectionParagraph, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder holders of the Series D E-1 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) Payment to Holders of Series C Preferred Units. In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerCompany, whether voluntary or involuntary, and subject to the right to payment of holders of Preferred Units ranking senior to or on parity with the Series C Preferred Units, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Series C Junior Units, the General Partner, in its capacity as the each holder of the Series D C Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, 's Capital Account in respect of its capacity as the holder of Series D C Preferred Units, but the holders of Series C Preferred Units shall not be entitled to any further paymentpayment in respect of their Series C Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D C Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionC Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D C Preferred Units, Units and the holders of any such other units Series C Parity Units ratably in accordance with the respective amounts that would be payable on such Series D C Preferred Units and any such other units Series C Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C5, (i) none of a consolidation or merger of the Partnership Company with or the General Partner with one or more ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇e entities, (ii) a merger of an entity with or into the Company, a statutory share exchange by the Partnership Company or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the General Partner’s assets, Company's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerCompany. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General PartnerPartnership, whether voluntary or involuntarythe holders of the Series F Preferred Units shall be entitled to receive, before any payment or distribution out of the assets of the Partnership shall be made legally available for distribution to the Partners (after payment or set apart provision for payment of all debts and other liabilities of the holders of Junior UnitsPartnership), liquidating distributions in cash or property at fair market value as determined by the General Partner, in its capacity as the holder Partner equal to a liquidation preference of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) 25.00 per Series D F Preferred Unit (the “Liquidation Preference”) Unit, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to distributions to, but not including, the date of final payment, before any distribution of assets is made to holders of Common Units or any other Partnership Interests that rank junior to the General Partner, in its capacity Series F Preferred Units as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, liquidation rights. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be Partnership are insufficient to pay in make such full the preferential amount aforesaid and liquidating payments on any other units payment to holders of the Series F Preferred Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series D F Preferred Units as to such distributionin the distribution of assets, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D F Preferred Units and other such Partnership Interests shall share ratably in any such other units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes full liquidating distributions to which they would otherwise be respectively entitled. (c) After payment of this Section Cthe full amount of the liquidating distributions to which they are entitled, the holders of Series F Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (id) None of a consolidation or merger of the Partnership with or the General Partner into another entity, a merger of another entity with one or more entities, (ii) a statutory share exchange by into the Partnership or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s property or the General Partner’s assets, business shall not be deemed to be considered a liquidation, dissolution or winding up, voluntary or involuntary, liquidation of the Partnership or General PartnerPartnership. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D B Preferred Units, Partnership Units shall be entitled to receive Twenty-Five Dollars ($25.00) 25 per Series D Preferred Unit (the “Liquidation Preference”) plus an amount per Unit equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to to, but not including, the date of final distribution to the General Partner, in its capacity as such holderholders; but such holders of the General Partner, in its capacity as the holder of Series D B Preferred Units, Partnership Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D B Preferred Units, Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D B Preferred Units, Partnership Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D B Preferred Partnership Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section CD, none of (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share Unit exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D B Preferred Partnership Units, as provided in this SectionSection D, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder holders of the Series D B Preferred Units, Partnership Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or affairs of the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution the holders of Series C Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for the holders its partners a liquidation preference of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) 25.00 per Series D C Preferred Unit (the “"Series C Liquidation Preference”) "), plus an amount equal to all distributions (whether or not earned or declared) any accrued and unpaid thereon distributions with respect to the Series C Preferred Units to the date of final payment, but without interest, before any distribution of assets is made to holders of Common Units or any other class or series of Partnership Units in the Partnership that ranks junior to the General Partner, in its capacity Series C Preferred Units as such holder; but to liquidation rights. The Partnership will promptly provide to the General Partner, in its capacity as the holder holders of Series D C Preferred UnitsUnits written notice of any event triggering the right to receive such Series C Liquidation Preference. After payment of the full amount of the Series C Liquidation Preference, shall not be entitled the holders of Series C Preferred Units will have no right or claim to any further paymentof the remaining assets of the Partnership. If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the Series C Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series C Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series C Preferred Units are not paid in full, the holders of the Series C Preferred Units and of such other units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. The consolidation or merger of the Partnership with or into any other partnership, corporation, trust or entity or of any other partnership or corporation with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-3 Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder's Capital Account in respect of final distribution to the General Partner, in its capacity as such holderthose Series D-3 Preferred Units; but the General Partner, in its capacity as the holder holders of Series D D-3 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-3 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-3 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-3 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner.payable (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-3 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-3 Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-3 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or affairs of the Partnership, the General Partner, whether voluntary or involuntaryin its capacity as holder of the Series E Preferred Units, before any payment or distribution shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of $25.00 per Series E Preferred Unit, plus an amount equal to any accrued and unpaid distributions to the date of payment (whether or not declared on such Series E Preferred Unit), before any distribution or payment shall be made to or set apart for the holders of Junior UnitsCommon Units or any other class or series of Partnership Units ranking junior to the Series E Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series E Preferred Units and the corresponding amounts payable on any other classes or series of Partnership Units ranking on a parity with the Series E Preferred Units in the distribution of assets, then the General Partner, in its capacity as the holder of the Series D E Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (and the “Liquidation Preference”) plus an amount equal to holders of all distributions (whether other such classes or not earned or declared) accrued and unpaid thereon to the date series of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Units ranking on a parity with the Series D E Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, share ratably in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably distribution of assets in accordance with proportion to the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in fullrespectively entitled. For the purposes of this Section C2, (i) a the consolidation or merger of the Partnership or the General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a statutory share exchange by the Partnership sale, lease or the General Partner and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the General Partner’s assets, business shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or General PartnerPartnership. (iib) Subject to the rights After payment of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up full amount of the General Partner or the Partnershipliquidating distributions to which they are entitled, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D E Preferred Units, as provided in this Section, any series will have no right or class or classes of Junior Units shall, subject claim to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share thereinremaining assets of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D K Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D K Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D K Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D K Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D K Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D K Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D K Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D K Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D K Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D B Preferred Units, Units shall be entitled to receive Twenty-Five Fifty Dollars ($25.0050.00) per Series D B Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partnerholders of such units, except in its capacity as such holderthe case of distributions on or the Liquidation Preference of the Series B-2 Restricted Preferred Units to the extent they may not be paid due to a lack of funds in the Nongovernmental Account; but the General Partner, in its capacity as holders of the holder of Series D B Preferred Units, Units shall not be entitled to any further payment, except, to the extent certain distributions (or the Liquidation Preference) were not able to be made on (or paid to) the Series B-2 Restricted Preferred Units due to a deficiency in the Nongovernmental Account, such distributions will be made to the extent funds later become available in the Nongovernmental Account. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as holders of the holder of Series D B Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D B Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D B Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D B Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.in

Liquidation Preference. (ia) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D A Preferred Units, Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Parity Preferred Units as to such distributionUnits, if any, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series A Preferred Units and any such other units Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D A Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iic) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon Upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D A Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D A Preferred Units, Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation, merger or conversion 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D E Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D E Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D E Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D E Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D E Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D E Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D E Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D E Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D E Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D E Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding up liquidation of the Partnership or Partnership, the General Partner, whether voluntary or involuntary, before any payment or distribution holders of Series C Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for its Partners a liquidation preference equal to the holders sum of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars (i) $25.00) 25.00 per Series D C Preferred Unit Unit, and (the “Liquidation Preference”ii) plus an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon distributions up to and including the date of final distribution to the redemption, in cash or property at its fair market value as determined by the General Partner, in its capacity as such holder; but Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights or rights upon liquidation of the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, Partnership. (b) If upon any such liquidation, dissolution or winding up liquidation of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D C Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series C Preferred Units and any such other units Preferred Parity Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D C Preferred Units and any such other units Preferred Parity Units if all amounts payable thereon were paid in full. For the purposes . (c) Written notice of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all any such liquidation of the Partnership’s , stating the payment date or dates when, and the General Partner’s assetsplace or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not be deemed less than 30 nor more than 60 days prior to be a liquidationthe payment date stated therein, dissolution or winding up, voluntary or involuntary, to each holder of Series C Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership or General PartnerPartnership. (iid) Subject to Upon the rights liquidation of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder respect of the Series D C Preferred Units, as provided in this Section, any series or class or classes the holders of Junior Series C Preferred Units shall, subject to any respective terms and provisions applying thereto, shall not be entitled to receive any and all assets remaining to be paid further amounts in respect of Series C Preferred Units. (e) None of a consolidation or distributed, and the General Partner, in its capacity as the holder merger of the Series D Preferred UnitsPartnership with or into another entity, a merger of another entity with or into the Partnership, a sale, lease or conveyance of all or substantially all of the Partnership’s property shall not be entitled to share thereinconsidered a liquidation of the affairs of the Partnership for purposes of this Section 5.

Liquidation Preference. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership Company, or the General Partner, whether voluntary or involuntary, before any payment or reduction in Company's capital resulting in any distribution of assets to its stockholders (collectively the assets of the Partnership shall be made to or set apart for the holders of Junior Units"LIQUIDATION"), the General Partner, in its capacity as the holder of the Series D Preferred Units, Holder shall be entitled to receive Twenty-Five Dollars (the amount of $25.00) per 2.81 for each share of Series D Preferred Unit (the “Liquidation Preference”) Stock owned by Holder, plus an amount equal to all distributions (whether or not earned or declared) accrued and , but unpaid thereon dividends, if any, on such shares, before any amount shall be paid to the date holders of final distribution Common Stock but subject to the General Partner, provisions of paragraphs 13 and 14 and subject to a ratable sharing with holders of other series of Company's preferred stock as described below. Such payment may be in its capacity as such holder; but the General Partner, in its capacity as the holder cash or out of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the PartnershipCompany, and may be from Company's capital or proceeds thereofearnings, distributable but only to the General Partner, in its capacity as extent that the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in fullsame are legally available. For the purposes of this Section Cparagraph, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, following events shall not be deemed to be a liquidation, dissolution or winding up, voluntary up of Company: (a) a consolidation or involuntary, merger of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity Company with or prior to the Series D Preferred Units upon into any liquidation, dissolution other corporation or winding up corporations; and (b) a disposition by Company of the General Partner all or the Partnership, after payment substantially all of its assets. Holder shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, not be entitled to receive any and all assets remaining amounts with respect to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred UnitsStock upon any Liquidation other than the amounts that are specifically provided for in this paragraph. Notwithstanding the foregoing, if the assets of Company that are available for distribution to stockholders of preferred stock upon a Liquidation are insufficient to pay in full the amounts payable to the holders of all series of Company's preferred stock upon Liquidation, then, subject to the provisions of paragraphs 13 and 14, the shares of all series of Company's preferred stock shall not share ratably in any available distribution of assets in proportion to the amounts that would be entitled payable with respect to share thereinthe shares if Company's assets were sufficient to permit the payment in full of those amounts.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D D-2 Preferred Units, Units shall be entitled to receive Twenty-Five Fifty Dollars ($25.0050.00) per Series D D-2 Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to the date of final distribution to the General Partner, in its capacity as holders of such holderunits; but the General Partner, in its capacity as the holder holders of Series D D-2 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder holders of Series D D-2 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as holders of the holder of such Series D D-2 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D D-2 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D D-2 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D D-2 Preferred Units, Units as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D D-2 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ia) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series C Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as the holder holders of Series D C Preferred Units, Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series D Parity Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series C Preferred Units and any such other units Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series D C Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (iic) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon Upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D C Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder holders of the Series D C Preferred Units, Units and any Parity 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder holders of the Series D C Preferred Units, Partnership Units shall be entitled to receive Twenty-Five Dollars ($25.00) 25 per Series D Preferred Unit (the “Liquidation Preference”) plus an amount per Unit equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to to, but not including, the date of final distribution to the General Partner, in its capacity as such holderholders; but such holders of the General Partner, in its capacity as the holder of Series D C Preferred Units, Partnership Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D C Preferred Units, Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder holders of such Series D C Preferred Units, Partnership Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D C Preferred Partnership Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section CD, none of (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share Unit exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General PartnerPartnership. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder holders of the Series D C Preferred Partnership Units, as provided in this SectionSection D, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder holders of the Series D C Preferred Units, Partnership Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership Company or the General PartnerCLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Company Junior Units, the General PartnerCLNS, in its capacity as the holder of the Series D Company Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Company Preferred Unit (the “Series D Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General PartnerCLNS, in its capacity as such holder; but the General PartnerCLNS, in its capacity as the holder of Series D Company Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership Company or the General PartnerCLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable to the General PartnerCLNS, in its capacity as the holder of Series D Company Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Company ranking on a parity with the Series D Company Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General PartnerCLNS, in its capacity as the holder of such Series D Company Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Company Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (ix) a consolidation or merger of the Partnership Company or the General Partner CLNS with one or more entities, (iiy) a statutory share exchange by the Partnership Company or the General Partner CLNS and (iiiz) a sale or transfer of all or substantially all of the PartnershipCompany’s or the General PartnerCLNS’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership Company or General PartnerCLNS. (ii) Subject to the rights of the holders of Partnership Membership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Company Preferred Units upon any liquidation, dissolution or winding up of the General Partner CLNS or the PartnershipCompany, after payment shall have been made in full to the General PartnerCLNS, in its capacity as the holder of the Series D Company Preferred Units, as provided in this SectionSection C, any series or class or classes of Company Junior Units 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 General PartnerCLNS, in its capacity as the holder of the Series D Company Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership Company or the General PartnerCLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Company Junior Units, the General PartnerCLNS, in its capacity as the holder of the Series D C Company Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D C Company Preferred Unit (the “Series C Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General PartnerCLNS, in its capacity as such holder; but the General PartnerCLNS, in its capacity as the holder of Series D C Company Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership Company or the General PartnerCLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable to the General PartnerCLNS, in its capacity as the holder of Series D C Company Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Company ranking on a parity with the Series D C Company Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General PartnerCLNS, in its capacity as the holder of such Series D C Company Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D C Company Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (ix) a consolidation or merger of the Partnership Company or the General Partner CLNS with one or more entities, (iiy) a statutory share exchange by the Partnership Company or the General Partner CLNS and (iiiz) a sale or transfer of all or substantially all of the PartnershipCompany’s or the General PartnerCLNS’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership Company or General PartnerCLNS. (ii) Subject to the rights of the holders of Partnership Membership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D C Company Preferred Units upon any liquidation, dissolution or winding up of the General Partner CLNS or the PartnershipCompany, after payment shall have been made in full to the General PartnerCLNS, in its capacity as the holder of the Series D C Company Preferred Units, as provided in this SectionSection C, any series or class or classes of Company Junior Units 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 General PartnerCLNS, in its capacity as the holder of the Series D C Company Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntaryPartnership, before any distribution or payment or distribution shall be made to holders of Junior Units, holders of Series A Preferred Units shall be entitled to receive, out of the assets of the Partnership shall be made legally available for distribution to its Limited Partners, after payment of or set apart provision for the holders debts and other liabilities of Junior the Partnership and any Senior Units, the General Partnera liquidation preference of $25.00 per unit, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all any accrued and unpaid distributions (whether or not earned authorized or declared) accrued and unpaid thereon to up to, but excluding, the date of final payment. 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 liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all Parity Units, then the holders of the Series A Preferred Units and each such other Parity Units shall share ratably in any such distribution of assets in proportion to the General Partnerfull liquidating distributions to which they would otherwise be respectively entitled. After payment of the full amount of the liquidating distributions to which they are entitled, in its capacity as such holder; but the General Partner, in its capacity as the holder holders of Series D A Preferred UnitsUnits 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 any other partnership, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be entitled deemed to any further payment. If, upon any such constitute a liquidation, dissolution or winding up of the Partnership Partnership. (b) In determining whether a distribution (other than upon voluntary or the General Partnerinvoluntary liquidation), the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such by distribution, then such assetsredemption or other acquisition of Partnership Units or otherwise, or is permitted under the proceeds thereofAct, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series D A Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of shall not be added to the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partnertotal liabilities. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D O Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D O Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to as of the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D O Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D O Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among to the General Partner, in its capacity as the holder of such Series D O Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series D O Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, liquidation or voluntary or involuntary dissolution or winding up, voluntary or involuntary, up of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D O Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D O Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D O Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General Partner, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsCommon Units or any other partnership interests in the Partnership or Units ranking junior to the Series I Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the General Partner, in its capacity as the holder holders of the Series D I Preferred UnitsUnits shall, shall with respect to each such Unit, be entitled to receive Twentyreceive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series I Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-Five Dollars up of the Partnership, an amount equal to $1,000.00 (or property having a fair market value as determined by the General Partner valued at $25.00) 1,000.00 per Series D I Preferred Unit (the “Liquidation Preference”) Unit), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. (including all accumulated and unpaid distributions). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the General PartnerPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the General Partner, in its capacity as holders of the holder of Series D I Preferred Units, shall be Units are insufficient to pay in full the preferential amount aforesaid on the Series I Preferred Units and liquidating payments on any other units 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 ranking Partnership, on a parity with the Series D I Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of Series I Preferred Units and any such other units Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series D I Preferred Units and any such other units Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. . (c) Written notice of 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 I 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 I Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section C6, none of (i) a consolidation or merger of the Partnership with or the General Partner with one or more entitiesinto another entity, (ii) a statutory share exchange by merger of another entity with or into the Partnership or the General Partner and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the General Partner’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership (unless all or General Partner. (ii) Subject to the rights substantially all of the holders of Partnership Units of any series or class or classes of shares ranking on proceeds thereof are distributed by the Partnership, in which case a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding winding-up of the General Partner or the Partnership, after payment Partnership shall be deemed to have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units 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 General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share thereinoccurred).