Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to 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 liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any 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 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, holders of the Series D Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, and the holders of any 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 the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, holders of the Series D Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D E Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, holders of the Series D E Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D A Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference distribution in cash of $25.00 per Series D A Preferred Partnership UnitUnit (the “Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Preferred Return to distributions (whether or not declared) to, but not including, the date of final distribution, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. 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 Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series A Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series D Preferred Partnership Units, and the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) C. Upon any voluntary or involuntary liquidation, dissolution or winding up of 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, holders of the Series D A Preferred Partnership 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, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (iii) None E. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D E Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to 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 liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 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 E Preferred Partnership Units, holders of the Series D E Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Series 2019 Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Partnership Units, the holders of Series 2019 Preferred Units shall be entitled to receive a liquidation preference distribution of $25.00 10.00 per Series D 2019 Preferred Partnership 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 entitled to any further payment. Until the holders of the Series 2019 Preferred Units have been paid the Series 2019 Liquidation Preference in full, plus an amount equal to all accumulated, distributions (whether or not declared or earned) accrued and unpaid on the Series 2019 Preferred Return Unit to the date of final distributiondistribution to such holders, but Ashford OP Limited Partner, LLC no payment shall not be entitled made to any further payment with respect theretoholder of Series 2019 Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder holders of the Series D 2019 Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution amount aforesaid and liquidating distributions payments on any other series of Series 2019 Parity Partnership 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 Series D Preferred Partnership Units, and the holders of Series 2019 Preferred Units and any such other Series 2019 Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series D 2019 Preferred Partnership Units and any such other Series 2019 Parity Partnership Units if all amounts payable thereon were paid in full. (ii) 4.2 Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder holders of the Series D 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 respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series D 2019 Preferred Units and any Series 2019 Parity Partnership Units shall have no right or claim not be entitled to any of the remaining assets of the Partnershipshare therein. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D A Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D A Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to 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 liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D A Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 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 A Preferred Partnership Units, holders of the Series D A Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D M Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 equal to the Stated Value per Series D M Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to to, but not including, the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D M Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the affairs of the Partnership, after payment shall of the full amount of liquidating distributions have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M Preferred Partnership Units, holders of the Series D M Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another any other corporation, trust or other entity, a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease lease, transfer or conveyance of all any or substantially all of the Partnership’s property assets or business shall be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the 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 ranking, 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 or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D B Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution in cash of $25.00 per Series D B Preferred Partnership UnitUnit (the “Series B Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Series B Preferred Return to to, but not including, the date of final distributionpayment (together with the Series B Base Liquidation Preference, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series B Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series D Preferred Partnership Units, and the holders of Series B Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) Upon any liquidation, dissolution or winding up c. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidating Distributions to which they are entitled, holders of the Series D B Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None d. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D A Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution in cash of $25.00 per Series D A Preferred Partnership UnitUnit (the “Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Series A Preferred Return to to, but not including, the date of final distributionpayment (together with the Base Liquidation Preference, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series A Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series D Preferred Partnership Units, and the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) Upon any liquidation, dissolution or winding up c. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidating Distributions to which they are entitled, holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None d. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder Series A Preferred Mirror Units then outstanding are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled available for distribution to receive the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference distribution of $25.00 equal to the Stated Value per Series D A Preferred Partnership Mirror Unit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partnerbefore 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, LLC shall not be entitled to any further payment with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be are insufficient to pay in full the above described preferential distribution and amount of the liquidating distributions on any all outstanding Series A Preferred Mirror Units and the corresponding amounts payable on all other series Partnership Interests ranking on a parity with the Series A Preferred Mirror Units in the distribution of Parity Unitsassets, then such assets, or the proceeds thereof, assets shall be distributed allocated among Ashford OP Limited Partnerthe Series A Preferred Mirror Units, LLCas a class, and each class or series of such other such Partnership Interests, as a class, in its capacity as proportion to the holder full liquidating distributions to which they would otherwise be respectively entitled. (iii) After payment of the Series D Preferred Partnership Unitsfull amount of the liquidating distributions to which they are entitled, and the holders of any such other Parity Series A Preferred Mirror 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 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, holders of the Series D Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iiiiv) None of a The consolidation or merger of the Partnership with or into another entityany other partnership, a merger corporation, trust or entity or of another any other partnership, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. (ia) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to 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 liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLCCompany, in its capacity as the holder of the Series D SN Preferred Units, 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 thereon to the date of final distribution to the Company, in 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, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN Preferred Units, shall be insufficient to pay in full the above described preferential distribution amount aforesaid and liquidating distributions payments on any other series units of Parity Unitsthe Partnership ranking on a parity with the Series SN Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLCthe Company, in its capacity as the holder of the such Series D SN Preferred Partnership Units, and the holders of any such other Parity Units units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series D SN Preferred Partnership Units and any such other Parity Units units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (iib) Upon Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series 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 Ashford OP Limited Partner, LLCthe Company, in its capacity as the holder of the Series D SN Preferred Partnership Units, holders 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 D SN Preferred Partnership Units Units, shall have no right or claim not be entitled to any of the remaining assets of the Partnershipshare therein. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the 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 ranking, 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 or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D A Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution in cash of $25.00 per Series D A Preferred Partnership UnitUnit (the “Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Series A Preferred Return to to, but not including, the date of final distributionpayment (together with the Base Liquidation Preference, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series A Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series D Preferred Partnership Units, and the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) Upon any liquidation, dissolution or winding up c. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidating Distributions to which they are entitled, holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None d. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D L Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 equal to the Stated Value per Series D L Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to to, but not including, the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D L Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D L Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the affairs of the Partnership, after payment shall of the full amount of liquidating distributions have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D L Preferred Partnership Units, holders of the Series D L Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another any other corporation, trust or other entity, a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease lease, transfer or conveyance of all any or substantially all of the Partnership’s property assets or business shall be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Class A Units, Ashford OP Limited PartnerClass B Units, LLCLTIP Units, in its capacity as holder or Junior Preferred Units, the holders of the 5.000% Series D B Participating Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unitin cash or property at fair market value, plus as determined by the General Partner, the sum of: (i) the Initial Liquidation Preference, (ii) the HPA Amount (if positive), and (iii) an amount per unit equal to all accumulated, any accrued and unpaid Preferred Return to distributions to, but excluding, the date of final distribution, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. or the date the amount for payment is set apart for payment (the “Final Liquidation Preference”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder available assets of the Partnership are insufficient to pay the full amount of the Final Liquidation Preference on all outstanding 5.000% Series D B Participating Preferred Partnership Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of 5.000% Series B Participating Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full amount of the Final Liquidation Preference to which they would otherwise be respectively entitled. (c) Until September 30, 2020, the HPA Amount payable upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, shall be insufficient subject to pay a cap as provided in full the 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 Section 6(e) of the Series D Preferred Partnership Units, and the holders of any 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 fullArticles Supplementary. (iid) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder holders of the 5.000% Series D B Participating Preferred Partnership 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, and the holders of the 5.000% Series B Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (e) After payment of the full amount of the Final Liquidation Preference to which they are entitled, holders of the 5.000% Series D B Participating Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iiif) None For the avoidance of a doubt, the consolidation or merger of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (g) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in Section 5(d) of the Articles Supplementary.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Partnership Units, the holders of Class E Partnership Preferred Units shall be entitled to receive a liquidation preference distribution of One Dollar ($25.00 1.00) per Series D Class E Partnership Preferred Partnership UnitUnit (the "Liquidation Preference"), plus an amount equal to all accumulated, accrued and the Special Dividend if such dividend is unpaid Preferred Return to on the date of final distributiondistribution to such holders. Until the holders of the Class E Partnership Preferred Units have been paid the Liquidation Preference in full, but Ashford OP Limited Partnerplus an amount equal to the Special Dividend if such dividend is unpaid on the date of final distribution to such holders, LLC no payment shall not be entitled made to any further payment with respect theretoholder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder holders of the Series D Class E Partnership Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution amount aforesaid and liquidating distributions payments on any other series of Parity Partnership 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 Series D Preferred Partnership Units, and the holders of Class E Partnership Preferred Units and any such other Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series D Class E Partnership Preferred Partnership Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (iii) Upon any liquidation, dissolution or winding up of 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, holders of the Series D Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business 's assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (ia) Upon In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Junior other class or series of Limited Partnership Interest ranking junior to the Series A-1 Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Partnership Units, A-1 Holders shall be entitled to receive a liquidation preference distribution of $25.00 per the Series D Preferred Partnership UnitA-1 Liquidation Preference, plus an amount equal to all accumulated, accrued distributions declared and unpaid Preferred Return thereon to the date of final distribution. If, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution dissolution, or winding up of the Partnership the assets of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of to the Series D Preferred Partnership Units, A-1 Holders shall be insufficient to pay in full the above described preferential distribution and amount aforesaid as liquidating distributions payments on any other series of Parity UnitsPartnership Securities ranking on a parity with the Series A-1 Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D A-1 Preferred Partnership Units, Units and the holders of any such other Parity Units Partnership Securities ratably in the same proportion as accordance with the respective amounts that would be payable on such Series D A-1 Preferred Partnership Units and any such other Parity Units Partnership Securities if all amounts payable thereon were paid in full. For the purposes of this Section 5, (i) a consolidation or merger of the Partnership or General Partner with one or more entities, (ii) a statutory unit or share exchange by the Partnership or General Partner, and (iii) a sale or transfer of all or substantially all of the Partnership’s or General Partner’s assets shall not be deemed to be a liquidation, dissolution, or winding up, voluntary or involuntary, of the Partnership or General Partner. In making liquidating distributions pursuant to any applicable provision of the Agreement, the General Partner shall take into account the provisions of this Section 5. (iib) Upon Subject to the rights of the holders of Partnership Securities of any series or class ranking on a parity with or senior to the Series A-1 Preferred Units upon any liquidation, dissolution dissolution, or winding up of 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 A-1 Holders as provided in this Section 5, any class or series of Limited Partnership Units, holders of Interest ranking junior to the Series D A-1 Preferred Partnership Units shall have no right or claim shall, subject to any of respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the remaining assets of the PartnershipSeries A-1 Holders shall not be entitled to share therein. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D A Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D A Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, holders of the Series D A Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford Braemar OP Limited Partner, Partner LLC, in its capacity as holder of the Series D M Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 equal to the Stated Value per Series D M Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to to, but not including, the date of final distribution, but Ashford Braemar OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M Preferred Partnership Units, shall be insufficient to pay in full the 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 Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the affairs of the Partnership, after payment shall of the full amount of liquidating distributions have been made in full to Ashford Breamar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M Preferred Partnership Units, holders of the Series D M Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another any other corporation, trust or other entity, a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease lease, transfer or conveyance of all any or substantially all of the Partnership’s property assets or business shall be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder Series A Preferred Units are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled legally available for distribution to receive its partners a liquidation preference distribution of $25.00 per Series D A Preferred Partnership UnitUnit (the "Liquidation Preference"), plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partnerwithout interest, LLC shall not be entitled before any distribution of assets is made to holders of Common Units or any further payment with respect thereto. If upon any liquidation, dissolution other class or winding up series of Partnership Interests in the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of Partnership that ranks junior to the Series D A Preferred Units as to liquidation rights. The Partnership Units, shall be insufficient will promptly provide to pay in full the 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 Series D Preferred Partnership Units, and the holders of Series A Preferred Units written notice of any event triggering the right to receive 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 Liquidation Preference. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidation Preference, the holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None . 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 another entityany other partnership, a merger corporation, trust or entity or of another entity any other partnership or corporation with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D G Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D G Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D G Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D G Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D G Preferred Partnership Units, holders of the Series D G Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D A Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.2 of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D A Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not authorized) to the date of final distributionpayment (the "Series A Liquidation Value"), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series A Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Permitted Senior Preferred Units ratably in ranking senior to the same proportion Series A Preferred Units as to 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 fulldistribution of assets upon the liquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s 's property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D A Preferred Partnership Units, the Series A Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D A Preferred Partnership Unit, plus (ii) an amount per Series A Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series A Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series A Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series A Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D A Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series A Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series A Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity as the holder of the Series D A Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D A Preferred Partnership Units and any such other Parity Units ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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, holders of the Series D 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, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D U Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D U Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series U Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series U Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series U Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D R Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D R Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series R Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series R Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series R Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Q Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D Q Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series Q Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series Q Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series Q Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D V Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D V Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series V Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series V Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series V Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D Preferred Partnership Units, the Series D Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D Preferred Partnership Unit, plus (ii) an amount per Series D Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series D Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series D Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series D Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series D Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series D Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity as the holder of the Series D Preferred Partnership Units, and the holders of any 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 ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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, holders of the Series D 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, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D K Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D K Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series K Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series K Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series K Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford Braemar OP Limited Partner, Partner LLC, in its capacity as holder of the Series D E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 equal to the Stated Value per Series D E Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to to, but not including, the date of final distribution, but Ashford Braemar OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, shall be insufficient to pay in full the 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 Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the affairs of the Partnership, after payment shall of the full amount of liquidating distributions have been made in full to Ashford Breamar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, holders of the Series D E Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another any other corporation, trust or other entity, a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease lease, transfer or conveyance of all any or substantially all of the Partnership’s property assets or business shall be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D P Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D P Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series P Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series P Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series P Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D B Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution in cash of $25.00 per Series D B Preferred Partnership UnitUnit (the “Series B Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Series B Preferred Return to to, but not including, the date of final distributionpayment (together with the Series B Base Liquidation Preference, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series B Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series D Preferred Partnership Units, and the holders of Series B Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) Upon any liquidation, dissolution or winding up c. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidating Distributions to which they are entitled, holders of the Series D B Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None d. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D F Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D F Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D F Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D F Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D F Preferred Partnership Units, holders of the Series D F Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D M Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D M Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series M Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series M Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series M Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D T Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D T Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series T Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series T Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series T Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D S Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D S Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series S Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series S Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series S Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D L Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D L Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series L Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series L Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series L Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D C Preferred Partnership Units, the Series C Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D C Preferred Partnership Unit, plus (ii) an amount per Series C Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series C Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series C Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series C Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D C Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series C Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series C Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity as the holder of the Series D C Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D C Preferred Partnership Units and any such other Parity Units ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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, holders of the Series D C 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, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D A Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D A Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, holders of the Series D A Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder holders of the Series D A Preferred Partnership Units, Units shall be entitled to receive receive, out of the assets of the Partnership legally available for distribution to its Limited Partners, after payment of or provision for the debts and other liabilities of the Partnership and any Senior Units, a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unitunit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return to distributions (whether or not authorized or declared) up to, but excluding, the date of final distributionpayment. In the event that, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution and liquidating distributions on any other series of all outstanding Series A Preferred Units and the corresponding amounts payable on all Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder holders of the Series D A Preferred Partnership Units, Units and the holders of any each such other Parity Units shall share 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 distribution of assets in full. (ii) Upon any liquidation, dissolution or winding up proportion to the full liquidating distributions to which they would otherwise be respectively entitled. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership Unitsliquidating distributions to which they are entitled, the holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None of a . The consolidation or merger of the Partnership with or into another any other partnership, trust or entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a voluntary sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of Partnership Units or otherwise, is permitted under the Act, 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 Series A Preferred Units shall not be added to the Partnership’s total liabilities.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D B Preferred Partnership Units, the Series B Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D B Preferred Partnership Unit, plus (ii) an amount per Series B Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series B Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series B Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series B Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D B Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series B Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series B Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity as the holder of the Series D B Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D B Preferred Partnership Units and any such other Parity Units ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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, holders of the Series D B 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, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D H Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D H Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D H Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D H Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D H Preferred Partnership Units, holders of the Series D H Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Series B Junior Units, Ashford OP Limited Partnernotwithstanding anything in this Agreement to the contrary, LLCincluding Section 13.2 hereof, in its capacity as each holder of the Series D B Preferred Partnership Units, Units shall be entitled to receive and be paid out of the assets of the Partnership legally available for distribution to the Partners pursuant to this Agreement a liquidation preference distribution of $25.00 per Series D B Preferred Partnership UnitUnit equal to [$23.75 + amount of Additional Consideration pursuant to the Merger Agreement], plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to but excluding the date of final distributionpayment on the Series B Preferred Units held by such holder. B. In the event that, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up up, the legally available assets of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution and liquidating distributions on any other series of Parity all outstanding Series B Preferred Units, then such assets, or the proceeds thereof, assets shall be distributed allocated among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, and the holders of any such other Parity Series B Preferred Units ratably in proportion to the same proportion as the respective amounts that full liquidating distributions to which they would otherwise respectively be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full.entitled, pursuant to Section 17.3.A. (ii) Upon any liquidation, dissolution or winding up C. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the liquidating distributions to which they are entitled pursuant to Section 17.3.A, the holders of Series D B Preferred Partnership Units, holders of the Series D Preferred Partnership Units shall 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. (iii) None of a D. The consolidation or merger of the Partnership with or into another entityany other partnership, a merger corporation, trust or entity or of another any other partnership, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease or conveyance of all or substantially all of, the property or business of the Partnership’s property or business , shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 17.3.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder Series A Preferred Mirror Units then outstanding are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled available for distribution to receive the Partners pursuant to Section 13.2 of the Partnership Agreement a liquidation preference distribution of $25.00 equal to the Stated Value per Series D A Preferred Partnership Mirror Unit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of Class A Units and Class B Units or any further payment with respect thereto. If other Partnership Interests that rank junior to the Series A Preferred Mirror Units upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any 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 fullup. (ii) Upon In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets of the PartnershipPartnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series A Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Mirror Units in the distribution of assets, after payment then such assets shall have been made in full to Ashford OP Limited Partnerbe allocated among the Series A Preferred Mirror Units, LLCas a class, and each class or series of such other such Partnership Interests, as classes, in its capacity as proportion to the holder full liquidating distributions to which they would otherwise be respectively entitled. (iii) After payment of the Series D Preferred Partnership Unitsfull amount of the liquidating distributions to which they are entitled, the holders of the Series D A Preferred Partnership Mirror Units shall will have no right or claim to any of the remaining assets of the Partnership. (iiiiv) None of a The consolidation or merger of the Partnership with or into another entityany other partnership, a merger limited liability company, corporation, trust or entity or of another any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D E Preferred Partnership Units, the Series E Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D E Preferred Partnership Unit, plus (ii) an amount per Series E Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series E Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series E Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series E Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D E Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series E Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series E Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity as the holder of the Series D E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D E Preferred Partnership Units and any such other Parity Units ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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, holders of the Series D E 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, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Partnership Units, E Holder shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 1.00 per Series D E Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (collectively, but Ashford OP Limited Partnerthe “Liquidation Value”), LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If Partnership Interests that rank junior to the Series E Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any such other Parity Partnership Interests ranking senior to the Series E Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Partnership legally available for distribution to its Partners are insufficient to make such full payment to the Series D E Holder and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series E Preferred Partnership UnitsUnits as to the distribution of assets upon the liquidation, holders dissolution or winding up of the Partnership, then the Series D Preferred Partnership Units 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 Partnership. (iiiiv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (iA) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder Series E Preferred Mirror Units then outstanding are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled available for distribution to receive the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference distribution of $25.00 equal to the Stated Value per Series D E Preferred Partnership Mirror Unit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of Class A Units and GP Units or any further payment with respect thereto. If other Partnership Interests that rank junior to the Series E Preferred Mirror Units upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Series D Preferred Partnership Units, and the holders of any 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 fullup. (iiB) Upon In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets of the PartnershipPartnership are insufficient to pay the amount of the 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, after payment shall have been made in full to Ashford OP Limited Partnerincluding the Series A Preferred Mirror Units, LLC, in its capacity as the holder of Series B Preferred Units and the Series D Preferred Partnership Mirror Units, then such assets shall be allocated among the Series E Preferred Mirror Units, as a class, and each class or series of such other such Partnership Interests, as classes, in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (C) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the Series D E Preferred Partnership Mirror Units shall will have no right or claim to any of the remaining assets of the Partnership. (iiiD) None of a The consolidation or merger of the Partnership with or into another entityany other partnership, a merger limited liability company, corporation, trust or entity or of another any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford Braemar OP Limited Partner, Partner LLC, in its capacity as holder of the Series D Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford Braemar OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be insufficient to pay in full the 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 Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, and the holders of any 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 the Partnership, after payment shall have been made in full to Ashford Breamar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, holders of the Series D Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) A. Upon any voluntary or involuntary liquidation, dissolution dissolution, termination, cancellation or winding up of the affairs of the Partnership, before any payment the holders of Series B Preferred Units then outstanding are entitled to be paid, or distribution shall be made to or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Partnership Units, shall be entitled to receive a after payment of or provision for payment of the Partnership’s debts and other liabilities, the liquidation preference distribution of $25.00 per Series D B Preferred Partnership Unit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return Cash Distributions (whether or not authorized or declared) thereon to but not including the date of final distributionpayment or the date the amount for payment is set apart (collectively, but Ashford OP Limited Partnerthe “Liquidating Distributions”), LLC shall not be entitled before any distribution or payment of assets is made to any further payment with respect theretoholders of Junior Units. If upon any liquidation, dissolution or winding up the assets of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder Partnership legally available for distribution to holders of the Series D Preferred Partnership Units, shall be Units are insufficient to pay in full the above described preferential distribution Liquidating Distributions on all outstanding Series B Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Units, then such assets, all assets distributed to the holders of the Series B Preferred Units and any class or the proceeds thereof, series of Parity Units shall be distributed among Ashford OP Limited Partner, LLC, ratably in its capacity as proportion to the holder respective preferential liquidation amounts to which they are entitled. Written notice of the Series D Preferred Partnership Units, and the holders effective date of any 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 dissolution, termination, cancellation or winding up of the affairs of the Partnership, after stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall have been made in full be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 nor more than 60 days prior to Ashford OP Limited Partnerthe payment date stated therein, LLC, in its capacity as the to each record holder of the Series D B Preferred Partnership UnitsUnits 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 of the Liquidating Distributions to which they are entitled, the holders of the Series D B Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None C. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a 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 a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution dissolution, termination, cancellation or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D I Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D I Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner, Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D I Preferred Partnership Units, shall be insufficient to pay in full the 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, Partner LLC, in its capacity as the holder of the Series D I Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D 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 the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D I Preferred Partnership Units, holders of the Series D I Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. (iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.