Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership Agreement, the holders of 8.00% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any such liquidation, dissolution or winding up of the Operating Partnership the remaining assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series D Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the remaining assets holder of the Operating Series D Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series D Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall share ratably with other holders of Parity the Series D Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series D Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series D Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series D Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series D Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall share ratably with other holders of Parity the Series D Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series 2019 Junior Partnership Units, the holders of 8.00% Cumulative Redeemable Series 2019 Preferred Units then outstanding shall be entitled to receive $10.00 per Series 2019 Preferred Unit (the “Series 2019 Liquidation Preference”), plus an amount per Series 2019 Preferred Unit equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2019 Preferred Unit; but such holders shall not be paid out of the assets of the Operating Partnership available for distribution, after and subject entitled to the payment in full of all amounts required to be distributed to any further payment. Until the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to Series 2019 Preferred Units have been paid the aggregate Series 2019 Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderin full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid distributions thereonon the Series 2019 Preferred Unit to the date of final distribution to such holders, if any. If no payment shall be made to any holder of Series 2019 Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Operating Partnership Partnership. If, upon any liquidation, dissolution or winding up of the remaining Partnership, the assets of the Operating Partnership available for Partnership, or proceeds thereof, distributable among the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Series 2019 Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Series 2019 Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the 8.00% Cumulative Redeemable Series 2019 Preferred Units and any such Series 2019 Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series 2019 Preferred Units and any such other Series 2019 Parity Partnership Units if all amounts payable thereon were paid in full. 4.2 Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full amount to which they shall be entitled, the holders of Series 2019 Preferred Units and any Series 2019 Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Series 2019 Junior Partnership Units shall, subject to the 8.00% Cumulative Redeemable Preferred Unitsrespective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series 2019 Preferred Units and any series of Series 2019 Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnershipshare therein.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of 8.00% Cumulative Redeemable the Series A Preferred Units then outstanding shall be entitled to be paid paid, or have the Partnership declare and set apart for payment, out of the assets of the Operating Partnership legally available for distribution, distribution to its Partners after and subject to the payment in full or provision for payment of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference debts and other liabilities of the 8.00% Cumulative Redeemable Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Units held by such holderUnit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions thereon(whether or not declared) to, if any. but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining available assets of the Operating Partnership available for 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 outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of amounts required the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Unitsdistributed, and the holders of the Series A Preferred Units and any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units 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 A Preferred Units will have no right or claim to any further participation in any distribution 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 Operating Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series E Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series E Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series E Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series E Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series E Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, shall share ratably with other holders of Parity the Series E Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series E Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series E Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the remaining assets holder of the Operating Series E Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series E Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series E Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series E Preferred Partnership Units, shall share ratably with other holders of Parity the Series E Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series A Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series A Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the remaining assets holder of the Operating Series A Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series A Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series A Preferred Partnership Units, shall share ratably with other holders of Parity the Series A Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series A Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series A Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series A Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series A Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series A Preferred Partnership Units, shall share ratably with other holders of Parity the Series A Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership Agreementranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of 8.00% Cumulative Redeemable the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate “Base Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference”), plus an amount equal to any accrued and unpaid distributions thereonSeries A Preferred Return to, if any. but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders full amount of the 8.00% Cumulative Redeemable Liquidating Distributions on all outstanding Series A Preferred Units and the full amount to which they shall be entitledcorresponding amounts payable on all outstanding Parity Preferred Units, then the holders of the 8.00% Cumulative Redeemable Series A Preferred Units, Units and the holders of any series of Parity Units, Preferred Units shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts full Liquidating Distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. c. After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid distributions Liquidating Distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. d. 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 entitled to any further participation in any distribution considered a liquidation, dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of 8.00% Cumulative Redeemable the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate “Base Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference”), plus an amount equal to any accrued and unpaid distributions thereonSeries A Preferred Return to, if any. but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders full amount of the 8.00% Cumulative Redeemable Liquidating Distributions on all outstanding Series A Preferred Units and the full amount to which they shall be entitledcorresponding amounts payable on all outstanding Parity Preferred Units, then the holders of the 8.00% Cumulative Redeemable Series A Preferred Units, Units and the holders of any series of Parity Units, Preferred Units shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts full Liquidating Distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. c. After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid distributions Liquidating Distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. d. 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 entitled to any further participation in any distribution considered a liquidation, dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series A Preferred Mirror Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full Partners pursuant to Section 13.5(a) of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount Partnership Agreement a liquidation preference equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series A Preferred Units held by such holderMirror Unit, plus an amount equal to any accrued and unpaid distributions thereonto the date of payment, if any. If before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series A Preferred Mirror Units as to liquidation rights. (ii) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of up, the Operating Partnership the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders amount of the 8.00% Cumulative Redeemable liquidating distributions on all outstanding Series A Preferred Mirror Units and the full amount to which they corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Mirror Units in the distribution of assets, then such assets shall be entitled, allocated among the holders of the 8.00% Cumulative Redeemable Series A Preferred Mirror Units, as a class, and the holders of any each class or series of Parity Unitssuch other such Partnership Interests, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership as a class, in proportion to the respective amounts full liquidating distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. (iii) After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (iv) The consolidation or merger of the Partnership with or into any other partnership, corporation, trust or entity or of any other partnership, 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 entitled deemed to any further participation in any distribution constitute a liquidation, dissolution or winding up of the assets Partnership for purposes of the Operating Partnershipthis Section 1(d).

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of or the Partnership AgreementCompany, the holders of 8.00% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out whether voluntary or involuntary, before any payment or distribution of the assets of the Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to or set apart for the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Company, in its capacity as the holder of the 8.00% Cumulative Redeemable Series SN Preferred Units held by such holderUnits, shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid distributions thereonthereon to the date of final distribution to the Company, if anyin its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If If, upon any such liquidation, dissolution or winding up of the Operating Partnership or the remaining Company, the assets of the Operating Partnership available for Partnership, or proceeds thereof, distributable to the distribution after payment Company, in full its capacity as the holder of amounts required to be paid or distributed to holders of Senior Units Series SN Preferred Units, shall be insufficient to pay in full the holders preferential amount aforesaid and liquidating payments on any other units of the 8.00% Cumulative Redeemable Partnership ranking on a parity with the Series SN Preferred Units as to such distribution, then such assets, or the full amount to which they proceeds thereof, shall be entitleddistributed among the Company, in its capacity as the holders holder of the 8.00% Cumulative Redeemable such Series SN Preferred Units, and the holders of any series of Parity Units, shall share such other units ratably in accordance with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which that would otherwise be payable in respect to the Parity on such Series SN Preferred Units held by each of the said holders upon and any such distribution other units if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full For the purposes of this Section 16.3 (i) a consolidation or merger of the Liquidation Preference Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and accumulated and unpaid distributions (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to which they are entitledbe a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of 8.00% Cumulative Redeemable Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN 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 Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to any further participation in any distribution of the assets of the Operating Partnershipshare therein.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership Agreementranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series B Preferred Units, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of 8.00% Cumulative Redeemable the Series B Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its Partners a liquidation preference in cash of $25.00 per Series B Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate “Series B Base Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference”), plus an amount equal to any accrued and unpaid distributions thereonSeries B Preferred Return to, if any. but not including, the date of payment (together with the Series B Base Liquidation Preference, the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders full amount of the 8.00% Cumulative Redeemable Liquidating Distributions on all outstanding Series B Preferred Units and the full amount to which they shall be entitledcorresponding amounts payable on all outstanding Parity Preferred Units, then the holders of the 8.00% Cumulative Redeemable Series B Preferred Units, Units and the holders of any series of Parity Units, Preferred Units shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts full Liquidating Distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. c. After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid distributions Liquidating Distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. d. 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 entitled to any further participation in any distribution considered a liquidation, dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any distribution or payment shall be made to or set apart for the holders of any Junior Units, an amount Ashford OP Limited Partner LLC, in its capacity as holder of the Series L Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series L Preferred Units held by such holderPartnership Unit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to, if anybut not including, the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series L Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series L Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series L Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the affairs of the Partnership, after payment of the full amount of liquidating distributions have been made to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series L Preferred Partnership Units, shall share ratably with other holders of Parity the Series L Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if Partnership with or into any other corporation, trust or other entity, a consolidation or merger of any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease, transfer or conveyance of any or all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions Partnership’s assets or business shall be deemed to which they are entitledconstitute a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series A Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.2.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference in cash of $25.00 per Series A Preferred Units held by such holderUnit, plus an amount equal to accrued all accumulated and unpaid distributions thereonto the date of payment, if any. 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 Series A Preferred Units as to liquidation rights. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership affairs of the remaining Partnership, the assets of the Operating Partnership available for the distribution after are insufficient to make such full payment in full of amounts required to be paid or distributed to holders of Senior the Series A Preferred Units shall be insufficient to pay and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Units in the distribution of assets, then the holders of the 8.00% Cumulative Redeemable Series A Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, other such Partnership Interests shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts full liquidating distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. (iii) After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Units shall not be entitled have no right or claim to any further participation in any distribution of the remaining assets of the Operating 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 or a sale, lease or conveyance of all or substantially all of the Partnership's property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of 8.00% Cumulative Redeemable Class E Partnership Preferred Units then outstanding shall be entitled to be paid out of receive One Dollar ($1.00) per Class E Partnership Preferred Unit (the assets of the Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate "Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference"), plus an amount equal to accrued and the Special Dividend if such dividend is unpaid distributions thereonon the date of final distribution to such holders. Until the holders of the Class E Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to the Special Dividend if any. If such dividend is unpaid on the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Operating Partnership Partnership. If, upon any liquidation, dissolution or winding up of the remaining Partnership, the assets of the Operating Partnership available for Partnership, or proceeds thereof, distributable among the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Class E Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the 8.00% Cumulative Redeemable Class E Partnership Preferred Units and any such Parity Partnership Units ratably in the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in same proportion to as the respective amounts which that would otherwise be payable in respect to the on such Class E Partnership Preferred Units and any such other Parity Partnership Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full For the purposes of this Section 4, (i) a consolidation or merger of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the holders of 8.00% Cumulative Redeemable Preferred Units Partnership's assets shall not be entitled deemed to any further participation in any distribution be a liquidation, dissolution or winding up, voluntary or involuntary, of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership, before any distribution or payment shall be made to holders of Common Units or any other class or series of Partnership pursuant Units ranking, as to Article VIII rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership AgreementPartnership, junior to the Series A Preferred Units, the holders of 8.00% Cumulative Redeemable Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distributiondistribution to its unitholders, after payment of or provision for the debts and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference other liabilities of the 8.00% Cumulative Redeemable Preferred Units held by such holderPartnership, a liquidation preference of $25.00 per unit, plus an amount equal to any accrued and unpaid distributions thereon(whether or not declared) up to but excluding the date of payment. In the event that, if any. If 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 other classes or series of Partnership Units ranking, as to liquidation rights, on parity with the Series A Preferred Units in the distribution of assets, then the holders of the Series A 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 A 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 A Preferred Units are entitled, the holders of the Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into 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 Operating Partnership within the remaining assets meaning of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnershipthis Section 4.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series B Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its partners a liquidation preference of $25.00 per Series B Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate "Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference"), plus an amount equal to any accrued and unpaid distributions thereonwith respect to the Series B Preferred Units to the date of payment, if anybut 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 Series B Preferred Units as to liquidation rights. If The Partnership will promptly provide to the holders of Series B Preferred Units written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, the holders of Series B Preferred Units will have no right or claim to any of 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 Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series B Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series B Preferred Units are not paid in full, the holders of the Series B 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 Operating Partnership the remaining assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any distribution or payment shall be made to or set apart for the holders of any Junior Units, an amount Ashford OP Limited Partner LLC, in its capacity as holder of the Series M Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series M Preferred Units held by such holderPartnership Unit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to, if anybut not including, the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series M Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series M Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series M Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the affairs of the Partnership, after payment of the full amount of liquidating distributions have been made to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series M Preferred Partnership Units, shall share ratably with other holders of Parity the Series M Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if Partnership with or into any other corporation, trust or other entity, a consolidation or merger of any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease, transfer or conveyance of any or all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions Partnership’s assets or business shall be deemed to which they are entitledconstitute a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series V Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series V Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series V Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series V Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series V 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 holders of the Series V Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series V Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series V Preferred Units, and all other holders of such Partnership Interests on a parity with the Series V Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series V Liquidation Value, the holders of the Series V Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series U Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series U Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series U Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series U Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series U 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 holders of the Series U Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series U Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series U Preferred Units, and all other holders of such Partnership Interests on a parity with the Series U Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series U Liquidation Value, the holders of the Series U Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series H Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series H Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series H Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series H Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series H Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series H Preferred Partnership Units, shall share ratably with other holders of Parity the Series H Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the Series C Preferred Partnership Units, the holders of 8.00% Cumulative Redeemable Series C Preferred Partnership Units then outstanding shall be entitled to be paid out of a preference (the assets of the Operating Partnership available for distribution, after and subject “Liquidation Preference”) equal to the payment in full sum of all amounts required (i) $2,500 per Series C Preferred Partnership Unit, plus (ii) an amount per Series C Preferred Partnership Unit equal to be distributed any accrued and unpaid dividends on one Series C Preferred Share to the holders date of Senior Unitsfinal distribution. Until the Liquidation Preference with respect to the Series C Preferred Partnership Units has been paid in full, but before any no payment shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the Partnership that are junior in priority to the holders of Junior Series C Preferred Partnership Units. If, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining assets of the Operating Partnership, or proceeds thereof, distributable with respect to the Series C Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay in full the holders of Liquidation Preference and liquidating payments on any ownership interests in the 8.00% Cumulative Redeemable Partnership that are on a parity with the Series C Preferred Units Partnership Units, then such assets, or the full amount to which they proceeds thereof, shall be entitled, distributed among the holders of Series C Preferred Partnership Units and any such ownership interests in the 8.00% Cumulative Redeemable Partnership on the same parity as the Series C Preferred Partnership Units, and ratably in the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in same proportion to as the respective amounts which that would otherwise be payable on such Series C Preferred Partnership Units and any such other ownership interests in respect to the Parity Units held by each of Partnership on the said holders upon such distribution same parity if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPreference, the holders Series C Preferred Partnership Units shall have no right or claim to any of 8.00% Cumulative Redeemable Preferred Units the remaining assets of the Partnership. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be entitled deemed to any further participation in any distribution be a liquidation, dissolution or winding up, voluntary or involuntary, of the assets of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series F Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series F Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series F Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series F Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series F Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series F Preferred Partnership Units, shall share ratably with other holders of Parity the Series F Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series P Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series P Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series P Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series P Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series P 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 holders of the Series P Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series P Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series P Preferred Units, and all other holders of such Partnership Interests on a parity with the Series P Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series P Liquidation Value, the holders of the Series P Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (aA) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series C Preferred Mirror Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full Partners pursuant to Section 13.5(a) of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount Partnership Agreement a liquidation preference equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series C Preferred Units held by such holderMirror Unit, plus an amount equal to any accrued and unpaid distributions thereonto the date of payment, if any. If before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series A Preferred Mirror Units upon any such liquidation, dissolution or winding up of up. (B) In the Operating Partnership event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders amount of the 8.00% Cumulative Redeemable liquidating distributions on all outstanding Series C Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series C Preferred Mirror Units in the distribution of assets, including the Series A Preferred Mirror Units and the Series B Preferred Units the full amount to which they then such assets shall be entitled, allocated among the holders of the 8.00% Cumulative Redeemable Series C Preferred Mirror Units, as a class, and the holders of any each class or series of Parity Unitssuch other such Partnership Interests, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership as classes, in proportion to the respective amounts full liquidating distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. (C) After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series C Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (D) The consolidation or merger of the Partnership with or into any other partnership, corporation, trust or entity or of any other partnership, 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 entitled deemed to any further participation in any distribution constitute a liquidation, dissolution or winding up of the assets Partnership for purposes of the Operating Partnershipthis Section 1(d).

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made under Section 5.06(a) to any classes of ownership interest in the Partnership that are junior in priority to the Series A Preferred Partnership Units, the holders of 8.00% Cumulative Redeemable the Series A Preferred Partnership Units then outstanding shall be entitled to be paid out of a preference (the assets of the Operating Partnership available for distribution, after and subject “Liquidation Preference”) equal to the payment in full sum of all amounts required (i) $25.00 per Series A Preferred Partnership Unit, plus (ii) an amount per Series A Preferred Partnership Unit equal to be distributed any accrued and unpaid dividends on one Series A Preferred Share to the holders of Senior Unitsdate those dividends are paid to each Series A Preferred Share. Until the Liquidation Preference with respect to the Series A Preferred Partnership Units has been paid in full, but before any no payment shall be made under Section 5.06(a) with respect to any classes of ownership interest in the Partnership that are junior in priority to the holders of Junior Series A Preferred Partnership Units. If, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining assets of the Operating Partnership, or proceeds thereof, distributable with respect to the Series A Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay in full the Liquidation Preference and the corresponding amounts payable on any ownership interests in the Partnership that are on a parity with the Series A Preferred Partnership Units as to liquidation rights, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Partnership Units and any such ownership interests in the 8.00% Cumulative Redeemable Partnership on the same parity as to liquidation rights as the Series A Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts full, respective, preferential liquidating distributions to which they would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in fullentitled. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPreference, the holders of 8.00% Cumulative Redeemable Series A Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be entitled deemed to any further participation in any distribution be a liquidation, dissolution or winding up, voluntary or involuntary, of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series S Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series S Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series S Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series S Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series S 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 holders of the Series S Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series S Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series S Preferred Units, and all other holders of such Partnership Interests on a parity with the Series S Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series S Liquidation Value, the holders of the Series S Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, and, subject to the proportionate rights of holders of Parity Preferred Units, including the Series B Preferred Units and the Series C Preferred Units, the holders of 8.00% Cumulative Redeemable the Series D Preferred Units then outstanding shall be entitled to be paid paid, or have the Partnership declare and set aside for payment, out of the assets of the Operating Partnership legally available for distribution, distribution to its Partners after and subject to the payment in full of or provision for payment of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference debts and other liabilities of the 8.00% Cumulative Redeemable Partnership, a liquidation preference in cash of $25.00 per Series D Preferred Units held by such holderUnit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions thereonto, if any. but not including, the date of payment or the date the liquidation preference is set aside for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining available assets of the Operating Partnership available for are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series D Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series D Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of amounts required the Series D Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units and Common Units (to the extent assets remain to be paid or distributed to holders of Senior Common Units after satisfying the payment or distribution obligations to holders of Junior Preferred Units) shall be insufficient entitled to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount receive any and all assets remaining to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Unitspaid or distributed, and the holders of the Series D Preferred Units and any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units 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 further participation in any distribution 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 Operating Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the Series E Preferred Partnership Units, the holders of 8.00% Cumulative Redeemable Series E Preferred Partnership Units then outstanding shall be entitled to be paid out of a preference (the assets of the Operating Partnership available for distribution, after and subject “Liquidation Preference”) equal to the payment in full sum of all amounts required (i) $2,500 per Series E Preferred Partnership Unit, plus (ii) an amount per Series E Preferred Partnership Unit equal to be distributed any accrued and unpaid dividends on one Series E Preferred Share to the holders date of Senior Unitsfinal distribution. Until the Liquidation Preference with respect to the Series E Preferred Partnership Units has been paid in full, but before any no payment shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the Partnership that are junior in priority to the holders of Junior Series E Preferred Partnership Units. If, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining assets of the Operating Partnership, or proceeds thereof, distributable with respect to the Series E Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay in full the holders of Liquidation Preference and liquidating payments on any ownership interests in the 8.00% Cumulative Redeemable Partnership that are on a parity with the Series E Preferred Units Partnership Units, then such assets, or the full amount to which they proceeds thereof, shall be entitled, distributed among the holders of Series E Preferred Partnership Units and any such ownership interests in the 8.00% Cumulative Redeemable Partnership on the same parity as the Series E Preferred Partnership Units, and ratably in the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in same proportion to as the respective amounts which that would otherwise be payable on such Series E Preferred Partnership Units and any such other ownership interests in respect to the Parity Units held by each of Partnership on the said holders upon such distribution same parity if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPreference, the holders Series E Preferred Partnership Units shall have no right or claim to any of 8.00% Cumulative Redeemable Preferred Units the remaining assets of the Partnership. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be entitled deemed to any further participation in any distribution be a liquidation, dissolution or winding up, voluntary or involuntary, of the assets of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Braemar OP Limited Partner LLC, in its capacity as holder of the Series D Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series D Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Braemar OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Braemar OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series D Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Braemar OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series D Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Breamar OP Limited Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall share ratably with other holders of Parity the Series D Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of A. Upon any voluntary or involuntary liquidation, dissolution dissolution, termination, cancellation or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series B Preferred Units then outstanding shall be are entitled to be paid paid, or have the Partnership declare and set apart for payment, out of the assets of the Operating Partnership legally available for distributiondistribution to its holders of Partnership Units, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any or provision for payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Partnership’s debts and other liabilities, the liquidation preference per Series B Preferred Units held by such holderUnit, plus an amount equal to any accrued and unpaid distributions thereonCash Distributions (whether or not authorized or declared) thereon to but not including the date of payment or the date the amount for payment is set apart (collectively, if anythe “Liquidating Distributions”), before any distribution or payment of assets is made to holders of Junior Units. If upon the assets of the Partnership legally available for distribution to holders of Partnership Units are insufficient to pay in full the Liquidating Distributions on all outstanding Series B Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then all assets distributed to the holders of the Series B Preferred Units and any class or series of Parity Units shall be distributed ratably in proportion to the respective preferential liquidation amounts to which they are entitled. Written notice of the effective date of any such liquidation, dissolution dissolution, termination, cancellation or winding up of the Operating Partnership the remaining assets affairs of the Operating Partnership available for Partnership, stating the distribution after payment date or dates when, and the place or places where, the amounts distributable in full of amounts required to be paid or distributed to holders of Senior Units such circumstances shall be insufficient payable, shall be given by first class mail, postage pre-paid, not fewer than 30 nor more than 60 days prior to pay the holders payment date stated therein, to each record holder of the 8.00% Cumulative Redeemable Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. B. After payment of the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions Liquidating Distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series B Preferred Units shall not be entitled have no right or claim to any further participation in any distribution of the remaining assets of the Partnership. C. 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, the conversion of the Partnership into another form of organization, the change of the Partnership’s jurisdiction of organization, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Operating Partnership shall not be considered a liquidation, dissolution, termination, cancellation or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series I Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series I Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series I Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series I Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series I Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series I Preferred Partnership Units, shall share ratably with other holders of Parity the Series I Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (aA) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series E Preferred Mirror Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full Partners pursuant to Section 13.5(a) of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount Partnership Agreement a liquidation preference equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series E Preferred Units held by such holderMirror Unit, plus an amount equal to any accrued and unpaid distributions thereonto the date of payment, if any. If before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series E Preferred Mirror Units upon any such liquidation, dissolution or winding up of up. (B) In the Operating Partnership event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders amount of the 8.00% Cumulative Redeemable liquidating distributions on all outstanding Series E Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series E Preferred Mirror Units in the distribution of assets, including the Series A Preferred Mirror Units, the Series B Preferred Units and the full amount to which they Series D Preferred Mirror Units, then such assets shall be entitled, allocated among the holders of the 8.00% Cumulative Redeemable Series E Preferred Mirror Units, as a class, and the holders of any each class or series of Parity Unitssuch other such Partnership Interests, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership as classes, in proportion to the respective amounts full liquidating distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. (C) After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series E Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (D) The consolidation or merger of the Partnership with or into any other partnership, limited liability company, corporation, trust or entity or of any other partnership, limited liability company, 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 entitled deemed to any further participation in any distribution constitute a liquidation, dissolution or winding up of the assets Partnership for purposes of the Operating Partnershipthis Section 1(d).

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series A Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series A Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series A Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series A Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series A Preferred Partnership Units, shall share ratably with other holders of Parity the Series A Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership legally available for distributiondistribution to its partners, after payment of or provision for the Partnership’s debts and subject to other liabilities, a liquidation preference of $25.00 per unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate “Base Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference”), plus an amount equal to any accrued and but unpaid distributions thereon(whether or not authorized or declared) thereon to, if anybut not including, the date of payment, but without interest, before any distribution of assets is made to holders of Junior Units. If upon the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series A Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Notice of any distribution in connection with any such liquidation, dissolution or winding up of the Operating Partnership the remaining assets affairs of the Operating Partnership available for Partnership, stating the distribution after payment date or dates when, and the place or places where, the amounts distributable in full of amounts required to be paid or distributed to holders of Senior Units such circumstances shall be insufficient payable, shall be given not less than 30 nor more than 60 days prior to pay the holders payment date stated therein, to each record holder of the 8.00% Cumulative Redeemable Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be entitled deemed to any further participation in any distribution constitute a liquidation, dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (aA) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series D Preferred Mirror Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full Partners pursuant to Section 13.5(a) of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount Partnership Agreement a liquidation preference equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series D Preferred Units held by such holderMirror Unit, plus an amount equal to any accrued and unpaid distributions thereonto the date of payment, if any. If before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series D Preferred Mirror Units upon any such liquidation, dissolution or winding up of up. (B) In the Operating Partnership event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders amount of the 8.00% Cumulative Redeemable liquidating distributions on all outstanding Series D Preferred Mirror Units and the full amount to which they shall be entitledcorresponding amounts payable on all other Partnership Interests ranking on a parity with the Series D Preferred Mirror Units in the distribution of assets, including the holders of Series A Preferred Mirror Units and the 8.00% Cumulative Redeemable Series B Preferred Units, then such assets shall be allocated among the Series D Preferred Mirror Units, as a class, and the holders of any each class or series of Parity Unitssuch other such Partnership Interests, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership as classes, in proportion to the respective amounts full liquidating distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. (C) After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series D Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (D) The consolidation or merger of the Partnership with or into any other partnership, limited liability company, corporation, trust or entity or of any other partnership, limited liability company, 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 entitled deemed to any further participation in any distribution constitute a liquidation, dissolution or winding up of the assets Partnership for purposes of the Operating Partnershipthis Section 1(d).

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series 2017 Junior Partnership Units, the holders of 8.00% Cumulative Redeemable Series 2017 Preferred Units then outstanding shall be entitled to receive $10.00 per Series 2017 Preferred Unit (the “Series 2017 Liquidation Preference”), plus an amount per Series 2017 Preferred Unit equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2017 Preferred Unit; but such holders shall not be paid out of the assets of the Operating Partnership available for distribution, after and subject entitled to the payment in full of all amounts required to be distributed to any further payment. Until the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to Series 2017 Preferred Units have been paid the aggregate Series 2017 Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderin full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid distributions thereonon the Series 2017 Preferred Unit to the date of final distribution to such holders, if any. If no payment shall be made to any holder of Series 2017 Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Operating Partnership Partnership. If, upon any liquidation, dissolution or winding up of the remaining Partnership, the assets of the Operating Partnership available for Partnership, or proceeds thereof, distributable among the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Series 2017 Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Series 2017 Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the 8.00% Cumulative Redeemable Series 2017 Preferred Units and any such Series 2017 Parity Partnership Units ratably in the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in same proportion to as the respective amounts which that would otherwise be payable in respect to the on such Series 2017 Preferred Units and any such other Series 2017 Parity Partnership Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series 2019 Junior Partnership Units, the holders of 8.00% Cumulative Redeemable Series 2019 Preferred Units then outstanding shall be entitled to receive $10.00 per Series 2019 Preferred Unit (the “Series 2019 Liquidation Preference”), plus an amount per Series 2019 Preferred Unit equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2019 Preferred Unit; but such holders shall not be paid out of the assets of the Operating Partnership available for distribution, after and subject entitled to the payment in full of all amounts required to be distributed to any further payment. Until the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to Series 2019 Preferred Units have been paid the aggregate Series 2019 Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderin full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid distributions thereonon the Series 2019 Preferred Unit to the date of final distribution to such holders, if any. If no payment shall be made to any holder of Series 2019 Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Operating Partnership Partnership. If, upon any liquidation, dissolution or winding up of the remaining Partnership, the assets of the Operating Partnership available for Partnership, or proceeds thereof, distributable among the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Series 2019 Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Series 2019 Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the 8.00% Cumulative Redeemable Series 2019 Preferred Units and any such Series 2019 Parity Partnership Units ratably in the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in same proportion to as the respective amounts which that would otherwise be payable in respect to the on such Series 2019 Preferred Units and any such other Series 2019 Parity Partnership Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the Series B Preferred Partnership Units, the holders of 8.00% Cumulative Redeemable Series B Preferred Partnership Units then outstanding shall be entitled to be paid out of a preference (the assets of the Operating Partnership available for distribution, after and subject “Liquidation Preference”) equal to the payment in full sum of all amounts required (i) $2,500 per Series B Preferred Partnership Unit, plus (ii) an amount per Series B Preferred Partnership Unit equal to be distributed any accrued and unpaid dividends on one Series B Preferred Share to the holders date of Senior Unitsfinal distribution. Until the Liquidation Preference with respect to the Series B Preferred Partnership Units has been paid in full, but before any no payment shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the Partnership that are junior in priority to the holders of Junior Series B Preferred Partnership Units. If, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining assets of the Operating Partnership, or proceeds thereof, distributable with respect to the Series B Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay in full the holders of Liquidation Preference and liquidating payments on any ownership interests in the 8.00% Cumulative Redeemable Partnership that are on a parity with the Series B Preferred Units Partnership Units, then such assets, or the full amount to which they proceeds thereof, shall be entitled, distributed among the holders of Series B Preferred Partnership Units and any such ownership interests in the 8.00% Cumulative Redeemable Partnership on the same parity as the Series B Preferred Partnership Units, and ratably in the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in same proportion to as the respective amounts which that would otherwise be payable on such Series B Preferred Partnership Units and any such other ownership interests in respect to the Parity Units held by each of Partnership on the said holders upon such distribution same parity if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPreference, the holders Series B Preferred Partnership Units shall have no right or claim to any of 8.00% Cumulative Redeemable Preferred Units the remaining assets of the Partnership. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be entitled deemed to any further participation in any distribution be a liquidation, dissolution or winding up, voluntary or involuntary, of the assets of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any distribution or payment shall be made to or set apart for the holders of any Junior Units, an amount Braemar OP Limited Partner LLC, in its capacity as holder of the Series M Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series M Preferred Units held by such holderPartnership Unit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to, if anybut not including, the date of final distribution, but Braemar OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Braemar OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series M Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Braemar OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series M Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series M Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the affairs of the Partnership, after payment of the full amount of liquidating distributions have been made to Breamar OP Limited Partner LLC, in its capacity as the holder of the Series M Preferred Partnership Units, shall share ratably with other holders of Parity the Series M Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if Partnership with or into any other corporation, trust or other entity, a consolidation or merger of any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease, transfer or conveyance of any or all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions Partnership’s assets or business shall be deemed to which they are entitledconstitute a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series K Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series K Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series K Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series K Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series K 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 holders of the Series K Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series K Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series K Preferred Units, and all other holders of such Partnership Interests on a parity with the Series K Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series K Liquidation Value, the holders of the Series K Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the Series A Preferred Partnership Units, the holders of 8.00% Cumulative Redeemable Series A Preferred Partnership Units then outstanding shall be entitled to be paid out of a preference (the assets of the Operating Partnership available for distribution, after and subject “Liquidation Preference”) equal to the payment in full sum of all amounts required (i) $2,500 per Series A Preferred Partnership Unit, plus (ii) an amount per Series A Preferred Partnership Unit equal to be distributed any accrued and unpaid dividends on one Series A Preferred Share to the holders date of Senior Unitsfinal distribution. Until the Liquidation Preference with respect to the Series A Preferred Partnership Units has been paid in full, but before any no payment shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the Partnership that are junior in priority to the holders of Junior Series A Preferred Partnership Units. If, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining assets of the Operating Partnership, or proceeds thereof, distributable with respect to the Series A Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay in full the holders of Liquidation Preference and liquidating payments on any ownership interests in the 8.00% Cumulative Redeemable Partnership that are on a parity with the Series A Preferred Units Partnership Units, then such assets, or the full amount to which they proceeds thereof, shall be entitled, distributed among the holders of Series A Preferred Partnership Units and any such ownership interests in the 8.00% Cumulative Redeemable Partnership on the same parity as the Series A Preferred Partnership Units, and ratably in the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in same proportion to as the respective amounts which that would otherwise be payable on such Series A Preferred Partnership Units and any such other ownership interests in respect to the Parity Units held by each of Partnership on the said holders upon such distribution same parity if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPreference, the holders Series A Preferred Partnership Units shall have no right or claim to any of 8.00% Cumulative Redeemable Preferred Units the remaining assets of the Partnership. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be entitled deemed to any further participation in any distribution be a liquidation, dissolution or winding up, voluntary or involuntary, of the assets of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant Partnership, before any payment or distribution shall be made to Article VIII of the Partnership Agreement, or set apart for the holders of 8.00% Cumulative Redeemable any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series G Preferred Units then outstanding Partnership Units, shall be entitled to be paid out receive a liquidation preference distribution of the assets of the Operating $25.00 per Series G Preferred Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderUnit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to the date of final distribution, if anybut Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series G Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series G Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series G Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series G Preferred Partnership Units, shall share ratably with other holders of Parity the Series G Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if 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 amounts payable on or with respect to said Parity Units were paid in full. After payment in full substantially all of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPartnership’s property or business shall be considered a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series A Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.2 of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series A Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not authorized) to the date of payment (the "Series A Liquidation Value"), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series A Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Permitted Senior Preferred Units ranking senior to the Series A 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 holders of the Series A Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series A Preferred Units, and all other holders of such Partnership Interests on a parity with the Series A Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series A Liquidation Value, the holders of the Series A Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership's property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its partners a liquidation preference of $25.00 per Series A Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate "Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference"), plus an amount equal to any accrued and unpaid distributions thereonto the date of payment, if anybut without interest, before any distribution of assets is made to holders of Common Units or any other class or series of Partnership Interests in the Partnership that ranks junior to the Series A Preferred Units as to liquidation rights. If The Partnership will promptly provide to the holders of Series A Preferred Units written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, the holders of Series A Preferred Units will have no right or claim to any of 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 Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series A Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Units are not paid in full, the holders of the Series A 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 Operating Partnership the remaining assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the before any distribution or payment shall be made to holders of 8.00% Cumulative Redeemable Series B Junior Units, notwithstanding anything in this Agreement to the contrary, including Section 13.2 hereof, each holder of Series B Preferred Units then outstanding shall be entitled to receive and be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to the payment in full Partners pursuant to this Agreement a liquidation preference per Series B Preferred Unit equal to [$23.75 + amount of all amounts required to be distributed Additional Consideration pursuant to the holders of Senior UnitsMerger Agreement], but before any payment shall be made to the holders of Junior Units, plus an amount equal to any accrued and unpaid distributions to but excluding the aggregate Liquidation Preference date of payment on the 8.00% Cumulative Redeemable Series B Preferred Units held by such holder. B. In the event that, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any such voluntary or involuntary liquidation, dissolution 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, then such assets shall be allocated among the holders of Series B Preferred Units in proportion to the full liquidating distributions to which they would otherwise respectively be entitled, pursuant to Section 17.3.A. C. After payment of the full amount of the liquidating distributions to which they are entitled pursuant to Section 17.3.A, 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. D. The consolidation or merger of the Partnership with or into any other partnership, corporation, trust or entity or of any other partnership, 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 liquidation, dissolution or winding up of the Operating Partnership the remaining assets for purposes of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnershipthis Section 17.3.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series A Preferred Mirror Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full Partners pursuant to Section 13.2 of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount Partnership Agreement a liquidation preference equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series A Preferred Units held by such holderMirror Unit, plus an amount equal to any accrued and unpaid distributions thereonto the date of payment, if any. If before any distribution of assets is made to holders of Class A Units and Class B Units or any other Partnership Interests that rank junior to the Series A Preferred Mirror Units upon any such liquidation, dissolution or winding up of up. (ii) In the Operating Partnership event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders amount of the 8.00% Cumulative Redeemable liquidating distributions on all outstanding Series A Preferred Mirror Units and the full amount to which they corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Mirror Units in the distribution of assets, then such assets shall be entitled, allocated among the holders of the 8.00% Cumulative Redeemable Series A Preferred Mirror Units, as a class, and the holders of any each class or series of Parity Unitssuch other such Partnership Interests, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership as classes, in proportion to the respective amounts full liquidating distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. (iii) After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (iv) The consolidation or merger of the Partnership with or into any other partnership, limited liability company, corporation, trust or entity or of any other partnership, limited liability company, 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 entitled deemed to any further participation in any distribution constitute a liquidation, dissolution or winding up of the assets Partnership for purposes of the Operating Partnershipthis Section 1(d).

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of 8.00% Cumulative Redeemable the Series A Preferred Units then outstanding shall be entitled to be paid paid, or have the Partnership declare and set apart for payment, out of the assets of the Operating Partnership legally available for distribution, distribution to its Partners after and subject to the payment in full or provision for payment of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference debts and other liabilities of the 8.00% Cumulative Redeemable Partnership, a liquidation preference in cash of $[•] per Series A Preferred Units held by such holderUnit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions thereon(whether or not declared) to, if any. but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining available assets of the Operating Partnership available for 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 outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of amounts required the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Unitsdistributed, and the holders of the Series A Preferred Units and any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units 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 A Preferred Units will have no right or claim to any further participation in any distribution 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 Operating Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Preferred Units then outstanding Series E Holder shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $1.00 per Series E Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (collectively, if any. If the “Liquidation Value”), before any distribution of assets is made to holders of any Partnership Interests that rank junior to the Series E Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series E 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 Series E Holder and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series E Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the Series E Holder 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 liquidating distributions to which it is entitled, the Series E Holder shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (aPursuant to Section 5.6(b) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Agreement, upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership legally available for distributiondistribution to its Partners, after payment of or provision for the Partnership’s debts and subject other liabilities, an amount per Series A Preferred Unit that is equal to such Series A Preferred Unit’s Series A Preferred Capital (the payment “Liquidation Preference”) before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to Partners are insufficient to pay in full of the Liquidation Preference on the Series A Preferred Units and the liquidation preference on any Parity Preferred Units, all amounts required to be EAST\180070029.1 assets distributed to the holders of Senior Units, but before the Series A Preferred Units and any payment Parity Preferred Units shall be made distributed pro rata so that the amount of assets distributed per Series A Preferred Unit and per such Parity Preferred Unit shall in all cases bear to each other the holders of Junior Units, an amount equal to same ratio that the aggregate Liquidation Preference per Series A Preferred Unit and the liquidation preference per such Parity Preferred Unit bear to each other. Written notice of the 8.00% Cumulative Redeemable Preferred Units held by such holder, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any distribution in connection with any such liquidation, dissolution or winding up of the Operating Partnership the remaining assets affairs of the Operating Partnership available for Partnership, stating the distribution after payment date or dates when, and the place or places where, the amounts distributable in full of amounts required to be paid or distributed to holders of Senior Units such circumstances shall be insufficient payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to pay the holders payment date stated therein, to each record holder of the 8.00% Cumulative Redeemable Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership. Notwithstanding the above, for purposes of determining the amount each holder of Series A Preferred Units is entitled to any further participation in any distribution receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the assets affairs of the Operating Partnership, no effect shall be given to amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series A Preferred Units.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series Q Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series Q Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series Q Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series Q Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series Q 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 holders of the Series Q Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series Q Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series Q Preferred Units, and all other holders of such Partnership Interests on a parity with the Series Q Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series Q Liquidation Value, the holders of the Series Q Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership Agreementranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, LTIP Units or Junior Preferred Units, the holders of 8.00% Cumulative Redeemable the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its Partners a liquidation preference in cash of $5.00 per Series A Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate “Base Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference”), plus an amount equal to any accrued and unpaid distributions thereonSeries A Preferred Return to, if any. but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders full amount of the 8.00% Cumulative Redeemable Liquidating Distributions on all outstanding Series A Preferred Units and the full amount to which they shall be entitledcorresponding amounts payable on all outstanding Parity Preferred Units, then the holders of the 8.00% Cumulative Redeemable Series A Preferred Units, Units and the holders of any series of Parity Units, Preferred Units shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts full Liquidating Distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. (c) After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid distributions Liquidating Distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be entitled deemed to any further participation in any distribution constitute a liquidation, dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series M Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series M Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series M Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series M Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series M 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 holders of the Series M Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series M Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series M Preferred Units, and all other holders of such Partnership Interests on a parity with the Series M Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series M Liquidation Value, the holders of the Series M Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series L Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series L Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series L Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series L Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series L 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 holders of the Series L Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series L Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series L Preferred Units, and all other holders of such Partnership Interests on a parity with the Series L Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series L Liquidation Value, the holders of the Series L Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its partners a liquidation preference of $25.00 per Series A Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate "Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference"), plus an amount equal to any accrued and unpaid distributions thereonwith respect to the Series A Preferred Units to the date of payment, if anybut 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 Series A Preferred Units as to liquidation rights. If The Partnership will promptly provide to the holders of Series A Preferred Units written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, the holders of Series A Preferred Units will have no right or claim to any of 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 Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series A Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Units are not paid in full, the holders of the Series A 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 Operating Partnership the remaining assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (ai) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any distribution or payment shall be made to or set apart for the holders of any Junior Units, an amount Braemar OP Limited Partner LLC, in its capacity as holder of the Series E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Stated Value per Series E Preferred Units held by such holderPartnership Unit, plus an amount equal to all accumulated, accrued and unpaid distributions thereonPreferred Return to, if anybut not including, the date of final distribution, but Braemar OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, its assets, or proceeds thereof, distributable among Braemar OP Limited Partner LLC, in its capacity as the remaining assets holder of the Operating Series E Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units Units, shall be insufficient to pay in full the holders above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Braemar OP Limited Partner LLC, in its capacity as the holder of the 8.00% Cumulative Redeemable Series E Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable Preferred Partnership Units, and the holders of any series such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series E Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up of Parity the affairs of the Partnership, after payment of the full amount of liquidating distributions have been made to Breamar OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, shall share ratably with other holders of Parity the Series E Preferred Partnership Units in shall have no right or claim to any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each Partnership. (iii) None of a consolidation or merger of the said holders upon such distribution if Partnership with or into any other corporation, trust or other entity, a consolidation or merger of any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease, transfer or conveyance of any or all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions Partnership’s assets or business shall be deemed to which they are entitledconstitute a liquidation, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series R Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series R Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series R Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series R Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series R 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 holders of the Series R Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series R Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series R Preferred Units, and all other holders of such Partnership Interests on a parity with the Series R Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series R Liquidation Value, the holders of the Series R Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership Agreement(whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the Series D Preferred Partnership Units, the holders of 8.00% Cumulative Redeemable Series D Preferred Partnership Units then outstanding shall be entitled to be paid out of a preference (the assets of the Operating Partnership available for distribution, after and subject “Liquidation Preference”) equal to the payment in full sum of all amounts required (i) $2,500 per Series D Preferred Partnership Unit, plus (ii) an amount per Series D Preferred Partnership Unit equal to be distributed any accrued and unpaid dividends on one Series D Preferred Share to the holders date of Senior Unitsfinal distribution. Until the Liquidation Preference with respect to the Series D Preferred Partnership Units has been paid in full, but before any no payment shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the Partnership that are junior in priority to the holders of Junior Series D Preferred Partnership Units. If, an amount equal to the aggregate Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holder, plus an amount equal to accrued and unpaid distributions thereon, if any. If upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining assets of the Operating Partnership, or proceeds thereof, distributable with respect to the Series D Preferred Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay in full the holders of Liquidation Preference and liquidating payments on any ownership interests in the 8.00% Cumulative Redeemable Partnership that are on a parity with the Series D Preferred Units Partnership Units, then such assets, or the full amount to which they proceeds thereof, shall be entitled, distributed among the holders of Series D Preferred Partnership Units and any such ownership interests in the 8.00% Cumulative Redeemable Partnership on the same parity as the Series D Preferred Partnership Units, and ratably in the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in same proportion to as the respective amounts which that would otherwise be payable on such Series D Preferred Partnership Units and any such other ownership interests in respect to the Parity Units held by each of Partnership on the said holders upon such distribution same parity if all amounts payable on or with respect to said Parity Units thereon were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitledPreference, the holders Series D Preferred Partnership Units shall have no right or claim to any of 8.00% Cumulative Redeemable Preferred Units the remaining assets of the Partnership. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be entitled deemed to any further participation in any distribution be a liquidation, dissolution or winding up, voluntary or involuntary, of the assets of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary the liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, whether voluntary or involuntary, the holders of 8.00% Cumulative Redeemable Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its Partners a liquidation preference of $25.00 per Series A Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate “Base Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference”), plus an amount equal to any accrued and unpaid distributions thereonto and including the date of the liquidation, if anydissolution or winding up, before any distribution or payment shall be made to holders of Partnership Units or Junior Preferred Units. If In the event that, upon any such liquidation, dissolution or winding up of the Operating Partnership Partnership, whether voluntary or involuntary, the remaining legally available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the amount of the liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all Parity Preferred Units, then the record holders of the 8.00% Cumulative Redeemable Series A Preferred Units the full amount to which they shall be entitled, the holders of the 8.00% Cumulative Redeemable and all other Parity Preferred Units, and the holders of any series of Parity Units, Units shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts full liquidating distributions to which they would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in fullrespectively entitled. After payment in full of the Liquidation Preference and accumulated and unpaid full amount of the liquidating distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (b) The record holders of Series A Preferred Units shall not be entitled to written notice of any further participation in any distribution such liquidation, dissolution or winding up. The consolidation or merger of the assets Partnership with or into any other trust, partnership, limited liability company, corporation or other entity, or the consolidation or merger of any other trust, partnership, limited liability company, corporation or other entity with or into the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Operating PartnershipPartnership if, following the transaction, the Series A Preferred Units remain outstanding as duly authorized Partnership Interests of any successor entity having the same rights and preferences as prior to the transaction.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII affairs of the Partnership AgreementPartnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of 8.00% Cumulative Redeemable the Series B Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution, after and subject distribution to its Partners a liquidation preference in cash of $25.00 per Series B Preferred Unit (the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate “Series B Base Liquidation Preference of the 8.00% Cumulative Redeemable Preferred Units held by such holderPreference”), plus an amount equal to any accrued and unpaid distributions thereonSeries B Preferred Return to, if any. but not including, the date of payment (together with the Series B Base Liquidation Preference, the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership Partnership, the remaining available assets of the Operating Partnership available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be are insufficient to pay the holders full amount of the 8.00% Cumulative Redeemable Liquidating Distributions on all outstanding Series B Preferred Units and the full amount to which they shall be entitledcorresponding amounts payable on all outstanding Parity Preferred Units, then the holders of the 8.00% Cumulative Redeemable Series B Preferred Units, Units and the holders of any series of Parity Units, Preferred Units shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts full Liquidating Distributions to which they would otherwise be payable in respect to the Parity Units held by each respectively entitled. c. After payment of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full amount of the Liquidation Preference and accumulated and unpaid distributions Liquidating Distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. d. 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 entitled to any further participation in any distribution considered a liquidation, dissolution or winding up of the assets affairs of the Operating Partnership.

Liquidation Preference. (a) Each 8.00% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (bi) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership pursuant to Article VIII of the Partnership AgreementPartnership, the holders of 8.00% Cumulative Redeemable the Series T Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Operating Partnership available for distribution, after and subject distribution to the payment in full of all amounts required Partners pursuant to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference Section 13.02.A of the 8.00% Cumulative Redeemable Partnership Agreement a liquidation preference of $25.00 per Series T Preferred Units held by such holderUnit, plus an amount equal to accrued any accumulated and unpaid distributions thereon(whether or not earned or authorized) to the date of payment (the “Series T Liquidation Value”), if any. If before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series T Preferred Units as to the distribution of assets upon any such the liquidation, dissolution or winding up of the Operating Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series T 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 holders of the Series T Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series T Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series T Preferred Units, and all other holders of such Partnership Interests on a parity with the Series T Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series T Liquidation Value, the holders of the Series T Preferred Units, shall have no right or claim to any of the remaining assets of the Operating Partnership. (iv) None of a consolidation or merger of the Partnership available for with or into another entity, a merger of another entity with or into the distribution after payment in full Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of amounts required to be paid all or distributed to holders substantially all of Senior Units the Partnership’s property or business shall be insufficient to pay the holders considered a liquidation, dissolution or winding up of the 8.00% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders affairs of the 8.00% Cumulative Redeemable Preferred Units, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the assets of the Operating Partnership.