Common use of Requirement and Characterization of Distributions Clause in Contracts

Requirement and Characterization of Distributions. The General Partner shall distribute at least quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period as follows: (i) to the extent that there is sufficient Available Cash, each holder of Class A Units shall be entitled to a distribution per Class A Unit equal to any accrued but unpaid distributions payable with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect to which such Class A Unit was issued and outstanding (as described in clause (ii) below); (ii) after the payment of any accrued but unpaid distributions, if any, for all prior periods in accordance with the foregoing clause (i), to the extent that there is sufficient Available Cash, each holder of Class A Units shall be entitled to a distribution per Class A Unit (multiplied by the Conversion Factor) in an amount equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relates; provided, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner is entitled to receive a distribution with respect to a REIT Share for which such Unit has been redeemed or exchanged.

Requirement and Characterization of Distributions. The General Partner Managing Member shall cause the Company to distribute at least quarterly an amount equal to one hundred percent (100%) all, or such portion as the Managing Member may in its discretion determine, of Available Cash generated by among the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date Members (i) first, with respect to such quarter any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or shorter period as follows: (i) to the extent that there is sufficient Available Cash4.2(c), each holder of Class including Series A Preferred Units shall be and Series C Preferred Units, which are entitled to a preference over Common Units on the distribution per Class A Unit equal of Available Cash and are specially allocated items under Section 6.1 prior to any accrued but unpaid distributions payable allocated items with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect amounts distributed pursuant to which such Class A Unit was issued and outstanding (as described in clause (ii) belowbelow (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes); , and (ii) after the payment of any accrued but unpaid distributionsthereafter, if any, for all prior periods pro rata in accordance with their respective Percentage Interests from time to time as determined by the foregoing clause (i), to the extent Managing Member; provided that there is sufficient Available Cash, Cash for each holder of Class A Units calendar quarter shall be entitled to a distribution per Class A Unit (multiplied by distributed on or about the Conversion Factor) 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relatesMinimum Tax Distribution; provided, however, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a REIT Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2 and the Holders of Series C Preferred Units in accordance with Section 18.2.

Requirement and Characterization of Distributions. The General Partner Managing Member shall cause the Company to distribute at least quarterly an amount equal to one hundred percent (100%) all, or such portion as the Managing Member may in its discretion determine, of Available Cash generated by among the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date Members (i) first, with respect to such quarter any class of Membership Interests issued pursuant to Section 4.2(a) or shorter period as follows: (i4.2(b) to the extent that there is sufficient Available Cash, each holder of Class A Units shall be which are entitled to a preference over Membership Units on the distribution per Class A Unit equal of Available Cash and are specially allocated items under Section 6.1 prior to any accrued but unpaid distributions payable allocated items with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect amounts distributed pursuant to which such Class A Unit was issued and outstanding (as described in clause (ii) belowbelow (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes); , and (ii) after the payment of any accrued but unpaid distributionsthereafter, if any, for all prior periods pro rata in accordance with their respective Percentage Interests from time to time as determined by the foregoing clause (i), to the extent Managing Member; provided that there is sufficient Available Cash, Cash for each holder of Class A Units calendar quarter shall be entitled to a distribution per Class A Unit (multiplied by distributed on or about the Conversion Factor) 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relatesMinimum Tax Distribution; provided, however, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a REIT Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member.

Requirement and Characterization of Distributions. The Subject to the provisions of Exhibit F hereto, the General Partner shall distribute at least quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period as follows: (i) to the extent that there is sufficient Available Cash, each holder of Class A Units shall be entitled to a distribution per Class A Unit equal to any accrued but unpaid distributions payable with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect to which such Class A Unit was issued and outstanding (as described in clause (ii) below); (ii) after the payment of any accrued but unpaid distributions, if any, for all prior periods in accordance with the foregoing clause (i), to the extent that there is sufficient Available Cash, each holder of Class A Units shall be entitled to a distribution per Class A Unit (multiplied by the Conversion Factor) in an amount equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relates; provided, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner is entitled to receive a distribution with respect to a REIT Share for which such Unit has been redeemed or exchanged.

Requirement and Characterization of Distributions. The General Partner Managing Member shall cause the Company to distribute at least quarterly an amount equal to one hundred percent (100%) all, or such portion as the Managing Member may in its discretion determine, of Available Cash generated by among the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date Members (i) first, with respect to such quarter any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or shorter period as follows: (i) to the extent that there is sufficient Available Cash4.2(c), each holder of Class A including Series D Preferred Units shall be and Series E Preferred Units, which are entitled to a preference over Common Units on the distribution per Class A Unit equal of Available Cash and are specially allocated items under Section 6.1 prior to any accrued but unpaid distributions payable allocated items with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect amounts distributed pursuant to which such Class A Unit was issued and outstanding (as described in clause (ii) belowbelow (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes); , and (ii) after the payment of any accrued but unpaid distributionsthereafter, if any, for all prior periods pro rata in accordance with their respective Percentage Interests from time to time as determined by the foregoing clause (i), to the extent Managing Member; provided that there is sufficient Available Cash, Cash for each holder of Class A Units calendar quarter shall be entitled to a distribution per Class A Unit (multiplied by distributed on or about the Conversion Factor) 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relatesMinimum Tax Distribution; provided, however, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a REIT Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series D Preferred Units in accordance with Section 17.2 and the Holders of Series E Preferred Units in accordance with Section 18.2.

Requirement and Characterization of Distributions. The General Partner Managing Member shall cause the Company to distribute at least quarterly an amount equal to one hundred percent (100%) all, or such portion as the Managing Member may in its discretion determine, of Available Cash generated by among the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date Members (i) first, with respect to such quarter any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or shorter period as follows: (i) to the extent that there is sufficient Available Cash4.2(c), each holder of Class A including Series F Preferred Units, Series G Preferred Units, Series H Preferred Units shall be and Series I Preferred Units which are entitled to a preference over Common Units on the distribution per Class A Unit equal of Available Cash and are specially allocated items under Section 6.1 prior to any accrued but unpaid distributions payable allocated items with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect amounts distributed pursuant to which such Class A Unit was issued and outstanding (as described in clause (ii) belowbelow (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes); , and (ii) after the payment of any accrued but unpaid distributionsthereafter, if any, for all prior periods pro rata in accordance with their respective Percentage Interests from time to time as determined by the foregoing clause (i), to the extent Managing Member; provided that there is sufficient Available Cash, Cash for each holder of Class A Units calendar quarter shall be entitled to a distribution per Class A Unit (multiplied by distributed on or about the Conversion Factor) 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relatesMinimum Tax Distribution; provided, however, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a REIT Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2.

Requirement and Characterization of Distributions. The General Partner Managing Member shall cause the Company to distribute at least quarterly an amount equal to one hundred percent (100%) all, or such portion as the Managing Member may in its discretion determine, of Available Cash generated by among the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date Members (i) first, with respect to such quarter any class of Membership Interests issued pursuant to Section 4.2(a) or shorter period as follows: (i) to the extent that there is sufficient Available Cash4.2(b), each holder of Class including Series A Units shall be Preferred Units, which are entitled to a preference over Common Units on the distribution per Class A Unit equal of Available Cash and are specially allocated items under Section 6.1 prior to any accrued but unpaid distributions payable allocated items with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect amounts distributed pursuant to which such Class A Unit was issued and outstanding (as described in clause (ii) belowbelow (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes); , and (ii) after the payment of any accrued but unpaid distributionsthereafter, if any, for all prior periods pro rata in accordance with their respective Percentage Interests from time to time as determined by the foregoing clause (i), to the extent Managing Member; provided that there is sufficient Available Cash, Cash for each holder of Class A Units calendar quarter shall be entitled to a distribution per Class A Unit (multiplied by distributed on or about the Conversion Factor) 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relatesMinimum Tax Distribution; provided, however, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a REIT Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2.

Requirement and Characterization of Distributions. The General Partner Managing Member shall cause the Company to distribute at least quarterly an amount equal to one hundred percent (100%) all, or such portion as the Managing Member may in its discretion determine, of Available Cash generated by among the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date Members (i) first, with respect to such quarter any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or shorter period as follows: (i) to the extent that there is sufficient Available Cash4.2(c), each holder of Class including Series A Preferred Units, Series C Preferred Units shall be and Series D Preferred Units, which are entitled to a preference over Common Units on the distribution per Class A Unit equal of Available Cash and are specially allocated items under Section 6.1 prior to any accrued but unpaid distributions payable allocated items with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect amounts distributed pursuant to which such Class A Unit was issued and outstanding (as described in clause (ii) belowbelow (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes); , and (ii) after the payment of any accrued but unpaid distributionsthereafter, if any, for all prior periods pro rata in accordance with their respective Percentage Interests from time to time as determined by the foregoing clause (i), to the extent Managing Member; provided that there is sufficient Available Cash, Cash for each holder of Class A Units calendar quarter shall be entitled to a distribution per Class A Unit (multiplied by distributed on or about the Conversion Factor) 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relatesMinimum Tax Distribution; provided, however, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a REIT Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2.

Requirement and Characterization of Distributions. The General Partner Managing Member shall cause the Company to distribute at least quarterly an amount equal to one hundred percent (100%) all, or such portion as the Managing Member may in its discretion determine, of Available Cash generated by among the Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date Members (i) first, with respect to such quarter any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or shorter period as follows: (i) to the extent that there is sufficient Available Cash4.2(c), each holder of Class A including Series E Preferred Units shall be and Series F Preferred Units, which are entitled to a preference over Common Units on the distribution per Class A Unit equal of Available Cash and are specially allocated items under Section 6.1 prior to any accrued but unpaid distributions payable allocated items with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect amounts distributed pursuant to which such Class A Unit was issued and outstanding (as described in clause (ii) belowbelow (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes); , and (ii) after the payment of any accrued but unpaid distributionsthereafter, if any, for all prior periods pro rata in accordance with their respective Percentage Interests from time to time as determined by the foregoing clause (i), to the extent Managing Member; provided that there is sufficient Available Cash, Cash for each holder of Class A Units calendar quarter shall be entitled to a distribution per Class A Unit (multiplied by distributed on or about the Conversion Factor) 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relatesMinimum Tax Distribution; provided, however, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Partner Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a REIT Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series E Preferred Units in accordance with Section 17.2 and the Holders of Series F Preferred Units in accordance with Section 18.2.

Requirement and Characterization of Distributions. The General Partner Subject to the provisions of Article XV, the Managing Member shall distribute at least quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership Company during such quarter or shorter period to the Partners Members who are Partners Members on the Partnership Company Record Date with respect to such quarter or shorter period as follows: (i) to the extent that there is sufficient Available CashCash after payment of the Preferred Unit Distributions and any Accumulated Preferred Unit Distributions, both as defined in Section 15.2, each holder of Class A Units Nonmanaging Member shall be entitled to a distribution per Class A Nonmanaging Unit equal to any accrued but unpaid distributions payable with respect to such Class A Unit, if any, together with any accrued interest thereon, for all prior periods with respect to which such Class A Unit was issued and outstanding (as described in clause (ii) below); (ii) after the payment of any accrued but unpaid distributions, if any, for all prior periods in accordance with the foregoing clause (i), to the extent that there is sufficient Available Cash, each holder of Class A Units shall be entitled to a distribution per Class A Unit (multiplied by the Conversion Factor) in an amount equal to (a) the dividend per REIT Share paid by the General Partner Managing Member for such the same calendar quarter multiplied by a fraction, (the numerator of which is “Nonmanaging Members’ Preferred Return”) plus (b) any Excess Gain allocated to the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstandingNonmanaging Member, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relates; provided, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after payment of the Preferred Unit Distributions, Accumulated Preferred Unit Distributions and the application of clauses clause (i) and (ii), such excess shall be distributed to each holder the Managing Member in respect of Class B its Company Units. In the event the Company shall distribute any Capital Transaction Proceeds to a Nonmanaging Member in excess of such Nonmanaging Member’s share of the Excess Gain, the number of Nonmanaging Units owned by such Nonmanaging Members shall be reduced to an amount equal to the quotient of (i) (A) the product of the market price of a Share on the date of the distribution times the number of Nonmanaging Units owned by such Nonmanaging Member immediately prior to such distribution, minus (B) the amount of Capital Transaction Proceeds distributed to such Nonmanaging Member in excess of the Nonmanaging Member’s share of the Excess Gain, divided by (ii) the market price of a pro rata basisShare on the date of the distribution. Notwithstanding anything to the contrary contained herein, in no event may a Partner Nonmanaging Member receive a distribution of Available Cash with respect to a Partnership Nonmanaging Unit for a quarter or shorter period if such Partner Member is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Nonmanaging Unit has been redeemed or exchanged. Further, if the Managing Member, pursuant to Section 11.6, or otherwise in its sole discretion with respect to items not covered in Section 11.6, determines that it would be equitable to (i) pay a Nonmanaging Member only a portion of the dividend per Share with respect to Nonmanaging Units not outstanding for an entire quarterly period, or (ii) split the dividend per Share amount between or among Members (or former Members) based on changes in ownership of Nonmanaging Units by such Nonmanaging Members (or former Nonmanaging Members) during a quarterly period, the Managing Member is hereby authorized to take such action.

Requirement and Characterization of Distributions. (a) The General Partner Managing Member shall distribute at least quarterly an amount equal to one hundred percent (100%) % of Available Cash generated by the Partnership Company during such quarter or shorter period to the Partners Members who are Partners Members on the Partnership Company Record Date with respect to such quarter or shorter period as follows: (i) first, to the extent holders of Series A Preferred Units and to all holders of other Preferred Units that there is sufficient Available Cash, each holder are pari passu with Series A Preferred Units (in proportion to the amount of Class A Units shall be entitled to a distribution per Class A Unit equal to any accrued but unpaid distributions authorized and payable with respect to such Class the Series A UnitPreferred Units or other pari passu Preferred Units owned by them), if any, together with any accrued interest thereon, for all prior periods an amount that in the aggregate equals the aggregate amount of the distributions authorized and payable with respect to which the Series A Preferred Units and such Class A Unit was issued other Preferred Units, as the case maybe, for such quarter or shorter period; and outstanding (as described in clause (ii) below); (ii) after second, to the payment of any accrued but unpaid distributions, if any, for all prior periods Members in accordance with the foregoing clause (i), to the extent their respective Percentage Interests on such Company Record Date; provided that there is sufficient Available Cash, each holder of Class A Units shall be entitled to a distribution per Class A Unit (multiplied by the Conversion Factor) in an amount equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relates; provided, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 8.6.C) shall be made for any subsequent distribution period pursuant to clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to the holders of the Class A Units pursuant to clause (i) above for all prior periods; and (iii) to the extent there is excess Available Cash after the application of clauses (i) and (ii), such excess shall be distributed to each holder of Class B Units, on a pro rata basis. Notwithstanding anything to the contrary contained herein, in no event may a Partner Member receive a distribution of Available Cash with respect to a Partnership Company Unit for a quarter or shorter period if such Partner Member is entitled to receive a distribution out of such Available Cash with respect to a US REIT Share Shares for which such Company Unit has been redeemed exchanged (or exchangeda LPT Unit exchanged for such a share of US REIT Share); and further provided that no distributions shall be made pursuant to clause (ii) above unless all cumulative distributions with respect to the Series A Preferred Units and other pari passu Preferred Units for all past periods and the then current period have been or contemporaneously are (x) authorized and paid in full or (y) authorized and a sum sufficient for the full payment thereof is set apart for such payment. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the US REIT's qualification as a REIT, to distribute Available Cash to the Non-Managing Members so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Company by a Non-Managing Member under Section 707 of the Code or the Regulations thereunder; provided that the Managing Member and the Company shall not have liability to a Non-Managing Member under any circumstances as a result of any distribution to a Non-Managing Member being so treated.