Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners Partners, after payment of or provision for the Partnership’s Debts and other liabilities, a liquidation preference of $25.00 per unit (xsubject to appropriate adjustment in the event of a unit distribution, unit split, combination or other similar recapitalization with respect to the Series B Preferred Units) $25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common holders of Junior Units. If the assets of the Partnership legally available for distribution to Partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units or Junior and the liquidation preference on any Parity Preferred Units. (b) If upon , all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a . The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property Properties or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs liquidation of the Partnership, the holders of the Series A B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference equal to the sum of (xi) $25 25.00 per Series A B Preferred Unit Unit, and (the “Series A Base Liquidation Preference”), plus ii) an amount equal to all accumulated and unpaid distributions to, but not including, up to and including the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made with respect to Common OP Units or Junior other Partnership Units ranking junior to Series B Preferred UnitsUnits with respect to distribution rights or rights upon liquidation of the Partnership. (b) If upon any liquidation, dissolution or winding up liquidation of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A B Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Preferred Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A B Preferred Units and any such other Preferred Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A B Preferred Units and any such other Preferred Parity Preferred Units if all amounts payable thereon were paid in full. (c) Written notice of any such liquidation of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each holder of Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. (d) Upon any liquidation, dissolution or winding up the liquidation of the Partnership, after payment shall have been made in full to in respect of the Series B Preferred Units, the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity B Preferred Units shall not be entitled to share thereinreceive any further amounts in respect of Series B Preferred Units. (de) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up liquidation of the affairs of the PartnershipPartnership for purposes of this Section 5.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series A B Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A B Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A B Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A B Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A B Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common Units or holders of Junior Preferred Units. (b) . If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be Partnership legally available for distribution to partners are insufficient to pay in full the above described preferential amount and liquidating payments liquidation preference on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and the liquidation preference on 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 distributed to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. (d) None , to each record holder of a the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, and, subject to the proportionate rights of holders of Parity Preferred Units, including the Series B Preferred Units and the Series C Preferred Units, the holders of the Series A D Preferred Units are then outstanding shall be entitled to be paid paid, or have the Partnership declare and set aside for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment of or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of (x) $25 25.00 per Series A D Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated any accrued and unpaid distributions to, but not including, the date of payment or the redemption, in cash or property at its fair market value as determined by date the General Partner before any distribution of assets liquidation preference is made to Common Units or Junior Preferred Unitsset aside for payment (the “Liquidating Distributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the above described preferential amount Liquidating Distributions on all outstanding Series D Preferred Units and liquidating payments the corresponding amounts payable on any other class or series of all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A D Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in fullproportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A D Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units and Common Units (to the extent assets remain to be paid or distributed to holders of Common Units after satisfying the payment or distribution obligations to holders of Junior Preferred Units) shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A D Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None After payment of a consolidation the full amount of the Liquidating Distributions to which they are entitled, holders of Series D Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, 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 deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A D Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and any accrued but unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series D Preferred Units or Junior and the liquidation preference on any Parity Preferred Units. (b) If upon , all assets distributed to the holders of the Series D Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series D Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series D Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Units will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a . The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon Payment of Liquidating Distributions. Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs Partnership and subject to Partnership Interests ranking senior to the Series F Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the holders of the Series A F Preferred Units are shall be entitled to be paid receive out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference or the proceeds thereof, after payment or provision for debts and other liabilities of (x) $25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions toPartnership, but not including, the date before any payment or distributions of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is shall be made to Common holders of any class or series of Partnership Interest that ranks junior to the Series F Preferred Units or Junior Preferred Units. (b) If as to rights upon any liquidation, dissolution or winding winding-up of the Partnership, an amount equal to the assets sum of a liquidation preference equal to their positive Capital Account balances (including, without limitation, any accumulated and unpaid distributions, whether or not declared, to the date of payment to the extent not previously credited to such Capital Account balances), determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the Partnershipliquidating distribution set forth in this 4.10(d)(i)). In the event that, upon such voluntary or proceeds thereofinvoluntary liquidation, distributable among dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A F Preferred Units and any Parity Preferred Units shall not be entitled as to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a rights upon liquidation, dissolution or winding winding-up of the affairs Partnership, all payments of liquidating distributions on the Series F Preferred Units and such Parity Preferred Units shall be made so that the payments on the Series F Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the respective rights of the PartnershipSeries F Preferred Units and such other Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A T Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 equal to the Stated Value per Series A Preferred Unit (the “Series A Base Liquidation Preference”)unit, plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series T Preferred Units or Junior and the liquidation preference on any Parity Preferred Units. (b) If upon , all assets distributed to the holders of the Series T Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series T Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series T Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series T Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series T Preferred Units will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a . The consolidation or merger of the Partnership with or into another entity, a consolidation or merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (aPursuant to Section 5.6(b) Upon of the Agreement, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference Partners, after payment of (x) $25 or provision for the Partnership’s debts and other liabilities, an amount per Series A Preferred Unit that is equal to such Series A Preferred Unit’s Series A Preferred Capital (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner ) before any distribution of assets is made to Common Units or holders of Junior Preferred Units. (b) . If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be Partnership legally available for distribution to Partners are insufficient to pay in full the above described preferential amount and liquidating payments Liquidation Preference on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and the liquidation preference on any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled all EAST\180070029.1 assets distributed 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 be distributed pro rata so that the amount of assets distributed per Series A Preferred Unit and per such Parity Preferred Unit shall in all cases bear to each other the same ratio that the Liquidation Preference per Series A Preferred Unit and the liquidation preference per such Parity Preferred Unit bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. (d) None , to each record holder of a the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership. Notwithstanding the above, for purposes of determining the amount each holder of Series A Preferred Units is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, no effect shall be given to amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series A Preferred Units.

Liquidation Preference. (a) Upon Payment of Liquidating Distributions. Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Partnership, Partnership the holders of the Series A B Preferred Units are shall be entitled to be paid receive out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference or the proceeds thereof, after payment or provision for debts and other liabilities of (x) $25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions toPartnership, but not including, the date before any payment or distributions of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is shall be made to Common holders of any class or series of Partnership Interest that ranks junior to the Series B Preferred Units or Junior Preferred Units. (b) If as to rights upon any liquidation, dissolution or winding winding-up of the Partnership, an amount equal to the sum of (i) a liquidation preference equal to their positive Capital Account balances, determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 6(a)), and (ii) an amount equal to any accumulated and unpaid distributions thereon, whether or not declared, to the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B Preferred Stock and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, or proceeds thereof, distributable among all payments of liquidating distributions on the holders of Series A B Preferred Units and such Parity Preferred Units shall be insufficient in all cases bear to pay in full each other the above described preferential amount same ratio that the respective rights of the Series B Preferred Unit and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably (which shall not include any accumulation in the same proportion as the respective amounts that would be payable on respect of unpaid distributions for prior distribution periods if such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (cdo not have cumulative distribution rights) Upon any upon liquidation, dissolution or winding winding-up of the Partnership, after payment shall have been made in full Partnership bear to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share thereineach other. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are will be entitled to be paid out of the assets of the Partnership has legally available for distribution to its the Partners pursuant to Section 13.2.A of the Partnership Agreement, subject to the preferential rights of the holders of Partnership Interests of any class or series ranking senior to the Series A Preferred Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars (x$25.00) $25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”)Unit, plus an amount equal to all any accumulated and unpaid distributions (whether or not earned or authorized) to, but not including, the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets upon liquidation, dissolution or winding up is made to holders of Common Units or Junior any other class or series of Partnership Interests ranking junior to the Series A Preferred UnitsUnits as to liquidation rights. (bii) If In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on Partnership Interests of all other classes or series ranking on a parity with the Series A Preferred Units in the distribution of assets, then the holders of the Series A Preferred Units and all other such classes or series of Partnership Interests shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (iii) Holders of Series A Preferred Units shall be entitled to written notice of any such payment upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (iv) The consolidation or merger of the Partnership with or into any other limited partnership, corporation or entity or of any other entity with or into the Partnership, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 10.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units or Junior and the liquidation preference on any Parity Preferred Units. (b) If upon , all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a . The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership. Notwithstanding the above, for purposes of determining the amount each holder of Series B Preferred Units is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, each such holder of Series B Preferred Units shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s units of such series into Common Units immediately prior to such liquidation event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such Series B Preferred Units into Common Units.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 equal to the Stated Value per Series A Preferred Unit (the “Series A Base Liquidation Preference”)Unit, plus an amount equal to all accumulated any accrued and unpaid distributions to, but Series A Preferred Cash Distributions (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common Units or holders of Junior Preferred Units. (b) . If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be Partnership legally available for distribution to partners are insufficient to pay in full the above described preferential amount and liquidating payments liquidation preference on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and the liquidation preference on 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 distributed to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. (d) None , to each record holder of a the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a consolidation or merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and any accrued but unpaid distributions (whether or not authorized or declared) thereon to, but not including, the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common Units or holders of Junior Preferred Units. (b) . If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be Partnership legally available for distribution to partners are insufficient to pay in full the above described preferential amount and liquidating payments liquidation preference on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and the liquidation preference on 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 distributed to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given not be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. (d) None , to each record holder of a the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A C Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series C Preferred Units or Junior and the liquidation preference on any Parity Preferred Units. (b) If upon , all assets distributed to the holders of the Series C Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series C Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series C Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series C Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a . The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership. Notwithstanding the above, for purposes of determining the amount each holder of Series C Preferred Units is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, no effect shall be given to amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series C Preferred Units.

Liquidation Preference. (a) A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units then outstanding are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners a liquidation preference of (x) $25 25.00 per Series A Preferred Unit (the “Series A Base Liquidation Preference”)unit, plus an amount equal to all accumulated accrued and unpaid distributions (whether or not earned or declared) to, but not includingexcluding, the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to holders of Common Units or Junior any other class or series of Partnership Interests that ranks junior to the Series A Preferred UnitsUnits as to liquidation rights. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (b) If B. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets affairs of the Partnership, or proceeds thereof, distributable among the holders available assets of Series A Preferred Units shall be the Partnership are insufficient to pay in full the above described preferential amount and of the liquidating payments distributions on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of all outstanding Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective corresponding amounts that would be payable on such all Partnership Interests of other classes or series of Partnership Interests ranking on a parity with the Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any the distribution of assets upon liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to then the holders of the Series A Preferred Units and all other such classes or series of Partnership Interests shall share ratably in any Parity Preferred Unitssuch distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. C. Written notice of any such liquidation, any other series dissolution or class winding up of the affairs of the Partnership, stating the payment date or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributeddates when, and the holders place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the books and any Parity Preferred Units shall not be entitled to share thereinrecords of the Partnership. (d) None of a consolidation D. The consolidation, conversion, combination or merger of the Partnership with or into another entityany other corporation, a partnership or entity or consolidation, conversion or merger of another entity any other corporation with or into the Partnership, or a the sale, lease or conveyance of all or substantially all of the Partnership’s assets, property or business or any statutory share exchange, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the PartnershipTrust, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of Capital Stock of the Trust ranking, as to liquidation rights, junior to the Series C Preferred Shares, the holders of shares of Series C Preferred Shares (and of the Excess Stock converted from Series A C Preferred Units are Shares, if any) shall be entitled to be paid out of the assets of the Partnership Trust legally available for distribution to its Partners stockholders a liquidation preference of (x) $25 50.00 per Series A Preferred Unit (the “Series A Base Liquidation Preference”)share, plus an amount equal to all accumulated any accrued and unpaid distributions to, but not including, dividends to the date of payment (whether or not declared). In the redemptionevent that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Trust are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series C Preferred Shares (and the Excess Stock converted from Series C Preferred Shares, if any) and the corresponding amounts payable on all shares of other classes or series of Capital Stock of the Trust ranking, as to liquidation rights, on a parity with the Series C Preferred Shares, including without limitation the Series B Preferred Shares, in cash the distribution of assets, then the holders of the Series C Preferred Shares (and the Excess Stock converted from Series C Preferred Shares, if any) and each such other class or property at its fair market value series of shares of Capital Stock ranking, as determined by to liquidation rights, on a parity with the General Partner before Series C Preferred Shares, including without limitation the Series B Preferred Shares, shall share ratably in any such distribution of assets is made in proportion to Common Units or Junior Preferred Units. (b) If upon the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such liquidation, dissolution or winding up of the PartnershipTrust, stating the payment date or dates when, and the place or places where, the assets amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of shares of Series C Preferred Shares (and the Excess Stock converted from Series C Preferred Shares, if any) at the respective addresses of such holders as the same shall appear on the stock transfer records of the PartnershipTrust. After payment of the full amount of the liquidating distributions to which they are entitled, or proceeds thereof, distributable among the holders of Series A C Preferred Units shall be insufficient Shares (and the Excess Stock converted from Series C Preferred Shares, if any) will have no right or claim to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders remaining assets of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a Trust. The consolidation or merger of the Partnership Trust with or into another any other trust, corporation or entity, a merger of another entity with or into the Partnership, or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business of the Trust, shall not be considered deemed to constitute a liquidation, dissolution or winding winding-up of the affairs of the PartnershipTrust.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners Partners, after payment of or provision for the Partnership’s Debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common Units or holders of Junior Preferred Units. (b) . If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be Partnership legally available for distribution to Partners are insufficient to pay in full the above described preferential amount and liquidating payments liquidation preference on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and the liquidation preference on 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 distributed to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. (d) None , to each record holder of a the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property Properties or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the PartnershipPartnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series 2017 Junior Partnership Units, the holders of the Series A 2017 Preferred Units are shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) receive $25 10.00 per Series A 2017 Preferred Unit (the “Series A Base 2017 Liquidation Preference”), plus an amount per Series 2017 Preferred Unit equal to all accumulated distributions (whether or not declared or earned) accrued and unpaid on the Series 2017 Preferred Unit; but such holders shall not be entitled to any further payment. Until the holders of the Series 2017 Preferred Units have been paid the Series 2017 Liquidation Preference in full, plus an amount equal to all distributions to, but (whether or not including, declared or earned) accrued and unpaid on the Series 2017 Preferred Unit to the date of the redemptionfinal distribution to such holders, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is no payment shall be made to Common any holder of Series 2017 Junior Partnership Units upon the liquidation, dissolution or Junior Preferred Units. (b) If winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A 2017 Preferred Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other class or series of Series 2017 Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A 2017 Preferred Units and any such other Series 2017 Parity Preferred Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series A 2017 Preferred Units and any such other Series 2017 Parity Preferred Partnership Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A C Term Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners a liquidation preference of (x) $25 per Series A C Term Preferred Unit (the “Series A Base Liquidation Preference”)Unit, plus an amount equal to all any accumulated and unpaid distributions to, but not including, to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to holders of Common Units or Junior any other class or series of Partnership Interests in the Partnership that ranks junior to the Series C Term Preferred Units. (b) Units as to liquidation rights. If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the Partnership legally available for distribution to holders of Series A Preferred Units shall be Partnership Interests are insufficient to pay in full the above described preferential amount liquidation preference on the Series C Term Preferred Units and liquidating payments the liquidation preference on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be all assets distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A C Term Preferred Units and any Parity Preferred Units shall not be entitled distributed pro rata so that the amount of assets distributed per Series C Term Preferred Unit and such Parity Preferred Units shall in all cases bear to share therein. (d) None each other the same ratio that the liquidation preference per Series C Term Preferred Unit and such Parity Preferred Units bear to each other. The Partnership will promptly provide to the holders of a Series C Term Preferred Units written notice of any event triggering the right to receive such liquidation preference. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid distributions to which they are entitled, the holders of Series C Term Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entityany other partnership, a merger corporation, trust or entity or of another entity any other partnership or corporation with or into the Partnership, or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A C Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series C Preferred Units or Junior and the liquidation preference on any Parity Preferred Units. (b) If upon , all assets distributed to the holders of the Series C Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series C Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series C Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series C Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a . The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A C Preferred Units are will be entitled to be paid out of the assets of the Partnership has legally available for distribution to its the Partners pursuant to Section 13.2.A of the Partnership Agreement, subject to the preferential rights of the holders of Partnership Interests of any class or series ranking senior to the Series C Preferred Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars (x$25.00) $25 per Series A C Preferred Unit (the “Series A Base Liquidation Preference”)Unit, plus an amount equal to all any accumulated and unpaid distributions (whether or not earned or authorized) to, but not including, the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets upon liquidation, dissolution or winding up is made to holders of Common Units or Junior any other class or series of Partnership Interests ranking junior to the Series C Preferred UnitsUnits as to liquidation rights. (bii) If In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series C Preferred Units and the corresponding amounts payable on Partnership Interests of all other classes or series ranking on a parity with the Series C Preferred Units in the distribution of assets, including the Series A Preferred Units and the Series B Preferred Units, then the holders of the Series C Preferred Units, the Series A Preferred Units and the Series B Preferred Units and all other such classes or series of Partnership Interests shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (iii) Holders of Series C Preferred Units shall be entitled to written notice of any such payment upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (iv) The consolidation or merger of the Partnership with or into any other limited partnership, corporation or entity or of any other entity with or into the Partnership, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are then outstanding will be entitled to be paid 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 a liquidation preference of (x) $25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”)partners, plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to holders of any Junior Securities, a liquidation preference per Series A Preferred Unit equal to the sum of the following (collectively, the “Series A Preferred Unit Liquidation Preference”): (i) $1,000.00, (ii) all accrued and unpaid distributions thereon through and including the date of payment and (iii) if the Series A Preferred Unit Redemption Premium (as defined below) would then be payable upon the redemption of Series A Preferred Units in accordance with Section 14.05(a) below, the per unit Series A Preferred Unit Redemption Premium. In the event that the Partnership elects to set apart the Series A Preferred Unit Liquidation Preference for payment, the Series A Preferred Units shall remain outstanding until the holders thereof are paid the full Series A Preferred Unit Liquidation Preference therefor, which payment shall be made no later than immediately prior to the Partnership making its final liquidating distribution on its Common Units or Junior Units. In the event that the Series A Preferred UnitsUnit Redemption Premium would be payable on the date that the Series A Preferred Unit Liquidation Preference was set apart for payment but no Series A Preferred Unit Redemption Premium would be payable on the payment date, the Partnership may make a corresponding reduction to the funds set apart for payment of the Series A Preferred Unit Liquidation Preference. (b) If In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the full amount of the CH\2080744.3 Series A Preferred Unit Liquidation Preference on all outstanding Series A Preferred Units, then the holders of the Series A Preferred Units shall share ratably in any such distribution of assets in proportion to the full Series A Preferred Unit Liquidation Preference to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Series A Preferred Unit Liquidation Preference to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) Upon the Partnership’s provision of written notice as to the effective date of any such liquidation, dissolution or winding up of the Partnership, accompanied by payment in the assets amount of the Partnership, or proceeds thereof, distributable among the holders of full Series A Preferred Units shall be insufficient Unit Liquidation Preference to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders which each record holder of the Series A Preferred Units and any Parity Preferred Unitsis entitled, any other series or class or classes of Junior the Series A Preferred Units shall no longer be entitled to receive any outstanding Partnership Interests of the Partnership and all assets remaining to be paid or distributed, and rights of the holders of such units will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series A Preferred Units and any Parity Preferred Units at the respective mailing addresses of such holders as the same shall not be entitled to share thereinappear on the partnership interests transfer records of the Partnership. (de) None of a The consolidation or merger of the Partnership with or into another entity, a merger any other business enterprise or of another entity any other business enterprise with or into the Partnership, or a the sale, lease or conveyance of all or substantially all of the Partnership’s property assets 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. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the PartnershipPartnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Series 2019 Junior Partnership Units, the holders of the Series A 2019 Preferred Units are shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) receive $25 10.00 per Series A 2019 Preferred Unit (the “Series A Base 2019 Liquidation Preference”), plus an amount per Series 2019 Preferred Unit equal to all accumulated 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 distributions to, but (whether or not including, declared or earned) accrued and unpaid on the Series 2019 Preferred Unit to the date of the redemptionfinal distribution to such holders, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is no payment shall be made to Common any holder of Series 2019 Junior Partnership Units upon the liquidation, dissolution or Junior Preferred Units. (b) If winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A 2019 Preferred Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other class or series of Series 2019 Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A 2019 Preferred Units and any such other Series 2019 Parity Preferred Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series A 2019 Preferred Units and any such other Series 2019 Parity Preferred Partnership Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 25,000.00 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and any accrued but unpaid distributions (whether or not authorized or declared) thereon to, but not including, the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common Units or holders of Junior Preferred Units. (b) . If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be Partnership legally available for distribution to partners are insufficient to pay in full the above described preferential amount and liquidating payments liquidation preference on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and the liquidation preference on 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 distributed to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given not be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. (d) None , to each record holder of a the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and any accrued but unpaid distributions (whether or not authorized or declared) thereon to, but not including, the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units or Junior and the liquidation preference on any Parity Preferred Units. (b) If upon , all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a . The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of (x) $25 equal to the Stated Value per Series A Preferred Unit (the “Series A Base Liquidation Preference”)unit, plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units or Junior and the liquidation preference on any Parity Preferred Units. (b) If upon , all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a . The consolidation or merger of the Partnership with or into another entity, a consolidation or merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A B Preferred Units are will be entitled to be paid out of the assets of the Partnership has legally available for distribution to its the Partners pursuant to Section 13.2.A of the Partnership Agreement, subject to the preferential rights of the holders of Partnership Interests of any class or series ranking senior to the Series B Preferred Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars (x$25.00) $25 per Series A B Preferred Unit (the “Series A Base Liquidation Preference”)Unit, plus an amount equal to all any accumulated and unpaid distributions (whether or not earned or authorized) to, but not including, the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets upon liquidation, dissolution or winding up is made to holders of Common Units or Junior any other class or series of Partnership Interests ranking junior to the Series B Preferred UnitsUnits as to liquidation rights. (bii) If In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Units and the corresponding amounts payable on Partnership Interests of all other classes or series ranking on a parity with the Series B Preferred Units in the distribution of assets, including the Series A Preferred Units, then the holders of the Series B Preferred Units, the Series A Preferred Units and all other such classes or series of Partnership Interests shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (iii) Holders of Series B Preferred Units shall be entitled to written notice of any such payment upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (iv) The consolidation or merger of the Partnership with or into any other limited partnership, corporation or entity or of any other entity with or into the Partnership, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners Partners, after payment of or provision for the Partnership’s Debts and other liabilities, a liquidation preference of (x) $25 25.00 per Series A Preferred Unit unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated any accrued and unpaid distributions to, but (whether or not including, authorized or declared) thereon to and including the date of the redemptionpayment, in cash or property at its fair market value as determined by the General Partner but without interest, before any distribution of assets is made to Common Units or holders of Junior Preferred Units. (b) . If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be Partnership legally available for distribution to Partners are insufficient to pay in full the above described preferential amount and liquidating payments liquidation preference on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and the liquidation preference on 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 distributed to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. (d) None , to each record holder of a the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property Properties or business shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership. Notwithstanding the above, for purposes of determining the amount each holder of Series A Preferred Units is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, no effect shall be given to amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series A Preferred Units.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipCompany, the holders of units of Series A Preferred Units then outstanding are entitled to be paid, or have the Company declare and set apart for payment, out of the assets of the Company, legally available for distribution to its members, a liquidation preference of $1,000.00 per share, plus an amount equal to any accrued and unpaid Distributions to the date of payment or the date funds are set apart for payment, before any distribution of assets is made to holders of Company Units or any series of Preferred Units of the Company that ranks junior to the Series A Preferred Units as to liquidation rights. In the event the Company elects to set the liquidation preference apart for payment, the Series A Preferred Units shall remain outstanding until the holders thereof are paid the liquidation preference, plus any additional accrued and unpaid Distributions to the date of payment, which shall be not later than immediately prior to the Company making its final liquidating distribution on its Company Units. Subject to Section 3(d), in determining whether a distribution (other than upon voluntary or involuntary liquidation) by Distribution, redemption or other acquisition of Company Units or any series of Preferred Units or otherwise is permitted under the Act, no effect shall be given to amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of units of Series A Preferred Units whose preferential rights upon dissolution are superior to those receiving the distribution. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient to pay the amount of the liquidating distributions on all outstanding units of Series A Preferred Units, then the holders of the Series A Preferred Units are entitled shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be paid out respectively entitled. (c) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred UnitsCompany. (bd) If upon Written notice of any such liquidation, dissolution or winding up of the PartnershipCompany, stating the payment date or dates when, and the place or places where, the assets of the Partnership, or proceeds thereof, amounts distributable among the holders of Series A Preferred Units in such circumstances shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereofpayable, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. (c) Upon any liquidationgiven by first class mail, dissolution or winding up of the Partnershippostage pre-paid, after payment shall have been made in full not less than 15 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes at the respective addresses of Junior Preferred Units such holders as the same shall be entitled to receive any and all assets remaining to be paid or distributed, and appear on the holders transfer records of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share thereinCompany. (de) None of a The consolidation or merger of the Partnership Company with or into another entityany other corporation, a merger Company or entity or of another any other entity with or into the PartnershipCompany, or a the sale, lease or conveyance of all or substantially all of the Partnership’s property assets or business of the Company, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the PartnershipCompany.

Liquidation Preference. (ai) Upon In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary involuntary, subject to the prior preferences and other rights of any series of Units ranking senior to the Series B-1 Preferred Partnership Units upon liquidation, distribution or winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the holders of the Series B-1 Preferred Partnership Units shall be entitled to receive Ten Dollars and Seven Cents ($10.07) (the “Liquidation Preference”) per Series B-1 Preferred Partnership Unit plus an amount equal to all accumulated, accrued and unpaid Distributions (whether or not earned or authorized), if any, thereon to the date of liquidation, dissolution or winding up of the affairs of the PartnershipPartnership (any such date, a “Series B-1 Liquidation Date”). The Distribution payable with respect to the holders of Distribution Period containing the Series A Preferred Units are entitled B-1 Liquidation Date shall be equal to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference sum of (x) $25 per Series A Preferred Unit any Special Distribution determined pursuant to Paragraph C above with respect to such Distribution Period plus (y) the “Series A Base Liquidation Preference”), plus an amount product of the Distribution determined pursuant to Paragraph C above for the preceding Distribution Period (but excluding any Special Distribution for such preceding Distribution Period) times a fraction equal to all accumulated and unpaid distributions to, but not including, the actual number of days elapsed from the end date of the redemptioncalendar quarter most recently completed to the relevant Series B-1 Liquidation Date over 90 days. If, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A B-1 Preferred Partnership Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units of any class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A B-1 Preferred Partnership Units and any such other Parity Preferred Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series A B-1 Preferred Partnership Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Paragraph D, (i) a consolidation or merger of the Partnership with one or more partnerships, real estate investment trusts or other entities, (ii) a sale, lease or conveyance of all or substantially all of the Partnership’s property or business or (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. Other than as set forth in this Paragraph D(i), the holders of Series B-1 Preferred Partnership Units shall not be entitled to any additional payment upon any liquidation, dissolution or winding up of the Partnership. (cii) Upon Subject to the rights of the holders of units of any series or class or classes of Partnership Interest ranking on a parity with or prior to the Series B-1 Preferred Partnership Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A B-1 Preferred Units and any Parity Preferred Partnership Units, as provided in this Paragraph D, the holders of Series B-1 Preferred Partnership Units shall have no other claim to the remaining assets of the Partnership and any other series or class or classes of Junior Preferred Units shall shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity B-1 Preferred Units shall not be entitled to share therein. (diii) None Written notice of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a any such liquidation, dissolution or winding up of the affairs Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, or by recognized overnight courier, not less than 30 or more than 60 days prior to the payment date stated therein, to each record holder of the Series B-1 Preferred Partnership Units at the respective addresses of such holders as the same shall appear on the records of the Partnership.