Common use of Method of Liquidation Clause in Contracts

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributions, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following order: A. Debts of the Partnership, including repayments of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 above; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C).

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest those Limited Partners holding in the aggregate more than fifty percent 50% of the Percentage Interests held by all Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributionsOperating Cash Flow, Capital Cash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following orderorder of priority as follows: A. Debts of the Partnership, including repayments repayment of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 above; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, incomethe Company, gain and loss as the holder of the Partnership (and Preference Units, shall be allocated gross income to the extent necessary to achieve cause its Capital Account balance to equal the purposes hereofamount established in the applicable Other Securities Term Sheet upon any voluntary or involuntary dissolution, items of gross income and deduction) with respect to the sale liquidation or other disposition of all or substantially all winding up of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable ; provided, that no such gross income allocation shall be made to the taxable year in which Company to the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount extent that such Partner allocation would be entitled result in any additional Loss (or item thereof) being allocated to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C)any Obligated Partner.

Method of Liquidation. Upon the happening of any dissolution of the events specified in Partnership --------------------- pursuant to Section 14.1 X.A. above, such Person or Persons as a Majority of Partnership Interests shall designate (the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited Partners"Liquidator") shall immediately commence to wind up the Partnership's affairs and distribute its assets as promptly as possible. The Liquidator (if other than a Partner) shall liquidate be entitled to receive such compensation for its services as may be approved by the assets vote of a Majority of Partnership Interests. Except as expressly provided in this Article X, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all the powers of the Partnership under the terms of this Agreement (but subject to all the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Partnership as promptly provided for herein. The Partnership's business and affairs shall be liquidated in an orderly manner and the Liquidator may sell such properties of the Partnership as possiblemay be required for such purposes, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss including without limitation any property which may not be susceptible to division upon distribution to the Partnership, in which event the liquidation may be deferred for a reasonable timePartners. The Partners shall continue to share distributionsnet cash flow, Profits profits and Losses losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below)dissolution. The proceeds from liquidation of the Partnershipor other Partnership assets, including repayment any assets to be distributed in kind (valued using such reasonable method of any debts of Partners valuation as the Management Committee shall determine, as though such assets were liquidated and reduced to the Partnershipcash), shall be applied in the following orderorder of priority as follows: A. 1. Debts of the Partnership, including repayments of principal and interest on loans and advances made by the General Partner pursuant other than to Sections 3.3 and/or 9.7 abovePartners; then B. 2. To the establishment of any reserves deemed reasonably necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, Liquidator for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) Liquidator reasonably deems advisable, of distributing the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunderSection; and then C. 3. To the repayment of any liabilities or debts, other than capital accounts, of the Partnership to any of the Partners; then 4. To the Partners in accordance with their respective positive Capital Account balances, after giving effect proportion to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary of positive capital account balances and thereafter in proportion to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of their respective Percentage Interests in the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C).

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 aboveArticle 5 hereof, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest those Limited Partners holding in the aggregate more than fifty percent (50%) of the Percentage Interests held by all Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributions, Profits and Losses distributions during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below)dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following orderorder of priority as follows: A. Debts of the Partnership, including repayments repayment of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 abovePartner; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 13.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C)Sections 7.1 and 7.2 hereof.

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest those Limited Partners holding in the aggregate more than fifty percent (50%) of the Percentage Interests held by all Limited PartnersPartners entitled to vote) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for to a reasonable time. The Partners shall continue to share distributionsOperating Cash Flow, Capital Cash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below)dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following orderorder of priority as follows: A. Debts of the Partnership, including repayments repayment of principal and interest on loans and advances made by the General Partner pursuant to Sections Section 3.3 and/or 9.7 above; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying repaying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To Then, to the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C).

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (Partner, or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited PartnersPartners (the "Liquidator") shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trusteeLiquidator, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributionscash flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) 14.2.C below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following order: A. Debts of the Partnership, including repayments of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 above; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the PartnershipLiquidator, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, Partner or such person(s) the Liquidator deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C).

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest those Limited Partners holding in the aggregate more than fifty percent 50% of the Percentage Interests held by all Limited Partners) shall immediately commence to wind up the Partnership's ’s affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributionsOperating Cash Flow, Capital Cash Flow, Net Profits and Net Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following orderorder of priority as follows: A. Debts of the Partnership, including repayments repayment of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 above; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To the Partners Partners, including the holders of LTIP Units, in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, incomethe Company, gain and loss as the holder of the Partnership (and Preference Units, shall be allocated gross income to the extent necessary to achieve cause its Capital Account balance to equal the purposes hereofamount established in the applicable Other Securities Term Sheet upon any voluntary or involuntary dissolution, items of gross income and deduction) with respect to the sale liquidation or other disposition of all or substantially all winding up of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable ; provided, that no such gross income allocation shall be made to the taxable year in which Company to the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount extent that such Partner allocation would be entitled result in any additional Net Loss (or item thereof) being allocated to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C)any Obligated Partner.

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 aboveArticle 6, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest those Limited Partners holding in the aggregate more than fifty percent (50%) of the Percentage Interests held by all Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributions, Profits Operating Cash Flow and Losses Capital Cash Flow during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below)dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following orderorder of priority as follows: A. Debts of the Partnership, including repayments repayment of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 abovePartner; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 15.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To the Partners in accordance with their respective positive Capital Account balancesthe provisions of Sections 8.4 and 8.5; provided, after giving effect to all contributionshowever, that if the Partnership is liquidated other than in connection with the liquidation of the ▇▇▇▇▇▇▇ Group, distributions to the Partners under this Section 15.2.C shall be made in the following order and allocations for all periodspriority: 1. In connection therewithFirst, incometo those Partners (whether Limited or General) holding Preferred Units, gain and loss of if any, issued by the Partnership pursuant to Section 3.1.C, an amount sufficient to satisfy the liquidation rights of such Preferred Units (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect such liquidation rights have been designated as senior to the sale liquidation rights of other Units or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable Partnership Interests); 2. Second, to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or Limited Partners as a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equalclass (excluding for such purposes, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution all Preferred Units with liquidation rights designated as senior to the Partners pursuant to the provisions liquidation rights of Section 8.2 hereof in other Units or Partnership Interests), an amount equal to the remaining lesser of (a) the sum of (i) the amount (or portion thereof) of any Current Yield which has not been paid to the Limited Partners pursuant to Section 8.4.A for any prior period, plus (ii) the product of (x) the Conversion Factor, (y) the number of Units held by the Limited Partners and (z) the Current Per Share Market Price of the Common Stock as of the close of the period ending with the liquidation and (b) 99% of the liquidation proceeds to remaining after the application of Sections 15.2.A, 15.2.B and 15.2.C.1; and 3. Third, the remainder of liquidation proceeds shall be distributed under this Section 14.2(C)to the General Partner.

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributionsCash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below)dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following order: A. Debts of the Partnership, including repayments of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 above; then B. To to the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To to the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C).

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited PartnersPartner) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership), in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributionsOperating Cash Flow, Capital Cash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below)dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following orderorder of priority as follows: A. (a) Debts of the Partnership, including repayments repayment of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 Section 3.2 above; then B. (b) To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities Iiabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then; C. To (c) Then, to the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C).

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 aboveArticle 6 hereof, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest those Limited Partners holding in the aggregate more than fifty percent (50%) of the Percentage Interests held by all Limited Partners) shall immediately commence to wind up the Partnership's Partnership s affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributions, Profits Operating Cash Flow and Losses Capital Cash Flow during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below)dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following orderorder of priority as follows: A. Debts of the Partnership, including repayments repayment of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 abovePartner; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 15.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To the Partners in accordance with their respective positive Capital Account balancesthe provisions of Sections 8.4 and 8.5; provided, after giving effect to all contributionshowever, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution is liquidated other than in connection with the liquidation of the Brad▇▇▇ ▇▇▇up, distributions to the Partners pursuant under this Section 15.2.C shall be made in the following order and priority: 1. First, to the provisions of Section 8.2 hereof in Limited Partners as a class an amount equal to the remaining lesser of (a) the sum of (i) the amount (or portion thereof) of any Current Yield which has not been paid to the Limited Partners pursuant to Section 8.4.A for any prior period, plus (ii) the product of (x) the Conversion Factor, (y) the number of Units held by the Limited Partners and (z) the Current Per Share Market Price of the Common Stock as of the close of the period ending with the liquidation and (b) 99% of the liquidation proceeds to remaining after the application of Section 15.2.A-B hereof; and 2. Second, the remainder of liquidation proceeds shall be distributed under this Section 14.2(C)to the General Partner.

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributionsOperating Cash Flow, Capital Cash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following order: A. Debts of the Partnership, including repayments of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 above; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then C. To the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a preceding taxable year) shall be allocated among the Partners so that each Partner's Capital Account shall equal, after taking into account the prior balance (positive or negative) in such Partner's Capital Account and the effect of such allocation, the amount that such Partner would be entitled to receive if the Partnership were to make a distribution to the Partners pursuant to the provisions of Section 8.2 hereof in an amount equal to the remaining liquidation proceeds to be distributed under this Section 14.2(C).