Common use of Distribution of Net Cash Flow Clause in Contracts

Distribution of Net Cash Flow. The General Partner shall cause the Partnership to distribute all or a portion of Net Cash Flow to the Partners from time to time as determined by the General Partner, but in any event not less frequently than quarterly, in such amounts as the General Partner shall determine. Notwithstanding the foregoing, the General Partner shall use its reasonable efforts to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTS"), and (b) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice pursuant to which one or more Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE IX and the Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Interests, cause the Partnership to distribute to the Partners, PRO RATA in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests specified in such Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) Second, to the General Partner with respect to the Series A Preferred Units in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares payable to the holders thereof; and (c) Next, to the Partners holding Common Units, PRO RATA in accordance with such Partners' then Percentage Interests.

Distribution of Net Cash Flow. The Net Cash Flow of the Partnership, if any, shall be distributed to and among the Partners as follows: (a) If such Net Cash Flow has not arisen pursuant to a Liquidation of the Partnership, such Net Cash Flow shall be distributed (i) first, to holders of any class of Preferred Units in an amount equal to all preferential distributions on such Preferred Units as set forth in the Unit Certificate for such class, and (ii) thereafter, to the extent of the remaining amount, to and among the other Partners in accordance with their respective Percentage Interests; or (b) If such Net Cash Flow has arisen pursuant to a Liquidation of the Partnership, such Net Cash Flow shall be distributed to and among the Partners having positive balances in their Capital Accounts (after any and all allocations of Profits and Losses and prior distributions are reflected in such Capital Accounts), in proportion to and to the extent of such positive balances. Net Cash Flow shall be distributed to the Partners in such amounts and at such intervals as the General Partner shall cause the Partnership Partner, in its sole discretion, may determine, but no less frequently than quarterly. With respect to distribute all or a portion each and every distribution of Net Cash Flow to the Partners from time hereunder, the General Partner shall distribute such Net Cash Flow only to time those Partners who are Partners on the Partnership Record Date and whose Partnership Units were outstanding during the period to which such distribution relates and, with respect to those Partners who were issued additional Partnership Units during such period, the General Partner shall distribute Net Cash Flow (i) on a pro-rated basis based upon the number of days during such period that such Partners held such additional Partnership Units or (ii) on such other reasonable basis as determined by the General PartnerPartner in its sole discre tion; provided, but in any event not less frequently than quarterlyhowever, in no event may a Partner receive a distribution of Net Cash Flow with respect to any particular Partnership Unit if such amounts as the General Partner shall determineis entitled to receive a distribution out of such Net Cash Flow with respect to one or more shares of Common Stock for which such Partnership Unit has been redeemed. Notwithstanding the foregoingfore going, the General Partner shall use take such reasonable efforts, as determined by it in its reasonable efforts sole and absolute discretion and consis tent with its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder stock holder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTS"), Requirements and (bii) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice pursuant to which one or more Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE IX and the Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Interests, cause the Partnership to distribute to the Partners, PRO RATA in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests specified in such Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) Second, to the General Partner with respect to the Series A Preferred Units in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares payable to the holders thereof; and (c) Next, to the Partners holding Common Units, PRO RATA in accordance with such Partners' then Percentage Interests.

Distribution of Net Cash Flow. The General Partner Net Cash Flow of the Partnership, if any, shall cause be distributed to and among the Partners as follows: (a) If such Net Cash Flow has not arisen pursuant to a Liquidation of the Partnership, such Net Cash Flow shall be distributed to and among the Partners in accordance with their respective Percentage Interests; or (b) If such Net Cash Flow has arisen pursuant to a Liquidation of the Partnership, such Net Cash Flow shall be distributed to and among the Partners having positive balances in their Capital Accounts (after taking into account any and all Capital Account adjustments for the Partnership taxable year during which the Liquidation occurs), in proportion to distribute all or a portion and to the extent of such positive balances. Net Cash Flow shall be distributed to the Partners in such amounts and at such intervals as the General Partner, in its sole discretion, may determine, but no less frequently than quarterly. With respect to each and every distribution of Net Cash Flow to the Partners from time hereunder, the General Partner shall distribute such Net Cash Flow only to time those Partners who are Partners on the Partnership Record Date and whose Partnership Units were outstanding during the period to which such distribution relates and, with respect to those Partners who were issued additional Partnership Units during such period, the General Partner shall distribute Net Cash Flow (i) on a pro-rated basis based upon the number of days during such period that such Partners held such additional Partnership Units or (ii) on such other reasonable basis as determined by the General PartnerPartner in its sole discre- tion; provided, but in any event not less frequently than quarterlyhowever, in no event may a Partner receive a distribution of Net Cash Flow with respect to any particular Partnership Unit if such amounts as the General Partner shall determineis entitled to receive a distribution out of such Net Cash Flow with respect to one or more shares of Common Stock for which such Partnership Unit has been redeemed. Notwithstanding the foregoing, the General Partner shall use take such reasonable efforts, as determined by it in its reasonable efforts sole and absolute discretion and consistent with its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTS"), Requirements and (bii) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice pursuant to which one or more Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE IX and the Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Interests, cause the Partnership to distribute to the Partners, PRO RATA in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests specified in such Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) Second, to the General Partner with respect to the Series A Preferred Units in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares payable to the holders thereof; and (c) Next, to the Partners holding Common Units, PRO RATA in accordance with such Partners' then Percentage Interests.

Distribution of Net Cash Flow. The General Partner Net Cash Flow of the Partnership, if any, shall cause be distributed to and among the Partners as follows: (a) If such Net Cash Flow has not arisen pursuant to a Liquidation of the Partnership, such Net Cash Flow shall be distributed to and among the Partners in accordance with their respective Percentage Interests; or (b) If such Net Cash Flow has arisen pursuant to a Liquidation of the Partnership, such Net Cash Flow shall be distributed to and among the Partners having positive balances in their Capital Accounts (after taking into account any and all Capital Account adjustments for the Partnership taxable year during which the Liquidation occurs), in proportion to distribute all or a portion and to the extent of such positive balances. Net Cash Flow shall be distributed to the Partners in such amounts and at such intervals as the General Partner, in its sole discretion, may determine, but no less frequently than quarterly. With respect to each and every distribution of Net Cash Flow to the Partners from time hereunder, the General Partner shall distribute such Net Cash Flow only to time those Partners who are Partners on the Partnership Record Date and whose Partnership Units were outstanding during the period to which such distribution relates and, with respect to those Partners who were issued additional Partnership Units during such period, the General Partner shall distribute Net Cash Flow (i) on a pro-rated basis based upon the number of days during such period that such Partners held such additional Partnership Units or (ii) on such other reasonable basis as determined by the General PartnerPartner in its sole discretion; provided, but in any event not less frequently than quarterlyhowever, in no event may a Partner receive a distribution of Net Cash Flow with respect to any particular Partnership Unit if such amounts as the General Partner shall determineis entitled to receive a distribution out of such Net Cash Flow with respect to one or more shares of Common Stock for which such Partnership Unit has been redeemed. Notwithstanding the foregoing, the General Partner shall use take such reasonable efforts, as determined by it in its reasonable efforts sole and absolute discretion and consistent with its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTS"), Requirements and (bii) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice pursuant to which one or more Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE IX and the Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Interests, cause the Partnership to distribute to the Partners, PRO RATA in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests specified in such Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) Second, to the General Partner with respect to the Series A Preferred Units in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares payable to the holders thereof; and (c) Next, to the Partners holding Common Units, PRO RATA in accordance with such Partners' then Percentage Interests.

Distribution of Net Cash Flow. The Net Cash Flow of the Partnership, if any, shall be distributed to and among the Partners as follows: (a) If such Net Cash Flow has not arisen pursuant to a Liquidation of the Partnership, such Net Cash Flow shall be distributed to and among the Partners in accordance with their respective Percentage Interests; or (b) If such Net Cash Flow has arisen pursuant to a Liquidation of the Partnership, such Net Cash Flow shall be distributed to and among the Partners having positive balances in their Capital Accounts (after any and all allocations of Profits and Losses and prior distributions are reflected in such Capital Accounts), in proportion to and to the extent of such positive balances. Net Cash Flow shall be distributed to the Partners in such amounts and at such intervals as the General Partner shall cause the Partnership Partner, in its sole discretion, may determine, but no less frequently than quarterly. With respect to distribute all or a portion each and every distribution of Net Cash Flow to the Partners from time hereunder, the General Partner shall distribute such Net Cash Flow only to time those Partners who are Partners on the Partnership Record Date and whose Partnership Units were outstanding during the period to which such distribution relates and, with respect to those Partners who were issued additional Partnership Units during such period, the General Partner shall distribute Net Cash Flow (i) on a pro-rated basis based upon the number of days during such period that such Partners held such additional Partnership Units or (ii) on such other reasonable basis as determined by the General PartnerPartner in its sole discretion; provided, but in any event not less frequently than quarterlyhowever, in no event may a Partner receive a distribution of Net Cash Flow with respect to any particular Partnership Unit if such amounts as the General Partner shall determineis entitled to receive a distribution out of such Net Cash Flow with respect to one or more shares of Common Stock for which such Partnership Unit has been redeemed. Notwithstanding the foregoing, the General Partner shall use take such reasonable efforts, as determined by it in its reasonable efforts sole and absolute discretion and consistent with its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTS"), Requirements and (bii) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice pursuant to which one or more Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE IX and the Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Interests, cause the Partnership to distribute to the Partners, PRO RATA in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests specified in such Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) Second, to the General Partner with respect to the Series A Preferred Units in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares payable to the holders thereof; and (c) Next, to the Partners holding Common Units, PRO RATA in accordance with such Partners' then Percentage Interests.

Distribution of Net Cash Flow. The General Partner shall cause the Partnership to distribute all or a portion of Net Cash Flow to the Partners from time to time as determined by the General Partner, but in any event not less frequently than quarterly, in such amounts as the General Partner shall determine. Notwithstanding the foregoing, the General Partner shall use its reasonable efforts to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("“REIT REQUIREMENTS"Requirements”), and (b) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice, Series D Exercise Notice, Series N Exercise Notice, Series P Exercise Notice, or Special Exercise Notice pursuant to which one or more Redemption Partners, Series D Redemption Partners, Series N Redemption Partners, or Series P Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE Article IX and the Redemption Rights Exhibit, the Series D Redemption Rights Exhibit, the Series N Redemption Rights Exhibit, the Series P Redemption Rights Exhibit, or Special Redemption Rights in accordance with the provisions of Article IX and the Special Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Offered Interests, Series D Preferred Shares to such Series D Redemption Partners in respect of the Series D Purchase Price of the Series D Offered Interests, Shares to such Series N Redemption Partners in respect of (x) the Series N Purchase Price of the Series N Offered Interests or (y) the Special Purchase Price of the Special Offered Interests, or Shares to such Series P Redemption Partners in respect of the Series P Purchase Price of the Series P Offered Interests, cause the Partnership to distribute to the Partners, PRO RATA pro rata in accordance with their respective Percentage Interests distribution rights as of the date of delivery of such Exercise Notice, Series D Exercise Notice, Series N Exercise Notice, Series P Exercise Notice, or Special Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests, Series D Offered Interests, Series N Offered Interests, Series P Offered Interests, or Special Offered Interests specified in such Exercise Notice, Series D Exercise Notice, Series N Exercise Notice, Series P Exercise Notice, or Special Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments any provisions of any agreement with respect to indebtedness or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) SecondPartner, to the General Partner with respect to the Series A Preferred Units and Series B Preferred Units, and to the holders of the Series D Preferred Units, the Series N Preferred Units, and the Series P Preferred Units, pro rata, in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units, the cumulative and unpaid Series B Preferred Return on such Series B Preferred Units, the cumulative and unpaid Series D Preferred Return on such Series D Preferred Units, the cumulative and unpaid Series N Preferred Return on such Series N Preferred Units, and the cumulative and unpaid Series P Preferred Return on such Series P Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares Shares, the Series B Preferred Shares, the Series D Preferred Units, any outstanding Series D Preferred Shares, the Series N Preferred Units, and the Series P Preferred Units, respectively, payable to the holders thereof; and (cb) NextThen, to the Partners holding Common Units, PRO RATA pro rata in accordance with such Partners' ’ then Percentage Interests.

Distribution of Net Cash Flow. The General Partner shall cause the Partnership to distribute all or a portion of Net Cash Flow to the Partners from time to time as determined by the General Partner, but in any event not less frequently than quarterly, in such amounts as the General Partner shall determine. Notwithstanding the foregoing, the General Partner shall use its reasonable efforts to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("“REIT REQUIREMENTS"Requirements”), and (b) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice or Series D Exercise Notice pursuant to which one or more Redemption Partners or Series D Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE Article IX and the Redemption Rights Exhibit or the Series D Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Offered Interests or Series D Preferred Shares to such Series D Redemption Partners in respect of the Series D Purchase Price of the Series D Offered Interests, cause the Partnership to distribute to the Partners, PRO RATA pro rata in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice or Series D Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests or the Series D Offered Interests specified in such Exercise Notice or Series D Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) SecondPartner, to the General Partner with respect to the Series A Preferred Units and Convertible Preferred Units, and to the holders of the Series D Preferred Units, pro rata, in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units, the cumulative and unpaid Series D Preferred Return on such Series D Preferred Units and the cumulative and unpaid Convertible Preferred Return on such Convertible Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts (including liquidated damages, if any) required on the Series A Preferred Shares Shares, the Series D Preferred Units and any outstanding Series D Preferred Shares, respectively, and interest on the Convertible Notes, payable to the holders thereof; and (cb) Next, to the Partners holding Common Units, PRO RATA pro rata in accordance with such Partners' ’ then Percentage Interests.

Distribution of Net Cash Flow. The General Partner shall cause the Partnership to distribute all or a portion of Net Cash Flow to the Partners from time to time as determined by the General Partner, but in any event not less frequently than quarterly, in such amounts as the General Partner shall determine. Notwithstanding the foregoing, the General Partner shall use its reasonable efforts to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTSRequirements"), and (b) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice or Series D Exercise Notice pursuant to which one or more Redemption Partners or Series D Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE Article IX and the Redemption Rights Exhibit or the Series D Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Offered Interests or Series D Preferred Shares to such Series D Redemption Partners in respect of the Series D Purchase Price of the Series D Offered Interests, cause the Partnership to distribute to the Partners, PRO RATA pro rata in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice or Series D Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests or Series D Offered Interests specified in such Exercise Notice or Series D Exercise Notice. Subject to any restrictions or limitations imposed by any provisions of any agreement with respect to indebtedness, including the Credit and Guaranty Agreement and those agreements with respect to the Convertible Subordinated Debentures (the "Debt Instruments Instruments") or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) Second, to the General Partner Partner, with respect to the Series A Preferred Units and Series B Preferred Units, and to the holders of the Series D Preferred Units, pro rata, in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units, the cumulative and unpaid Series B Preferred Return on such Series B Preferred Units and the cumulative and unpaid Series D Preferred Return on such Series D Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares Shares, the Series B Preferred Shares, the Series D Preferred Units and any outstanding Series D Preferred Shares, respectively, payable to the holders thereof; and (c) Next, to the Partners holding Common Units, PRO RATA pro rata in accordance with such Partners' then Percentage Interests.

Distribution of Net Cash Flow. Net Cash Flow for each fiscal year of the Partnership shall be distributed by the General Partner to the Partners not less frequently than quarterly. The General Partner shall cause determine the Partnership to distribute all or a portion amounts of Net Cash Flow to be distributed to the Partners from time as follows: (a) 100% of the Net Cash Flow then being distributed shall be paid to time as determined the Limited Partners in accordance with their respective Proportionate Shares of Net Cash Flow until, with respect to such fiscal year, the Limited Partners have received an amount equal to an annual noncumulative 3.6 mil. Return per Unit; (b) 100% of any remaining Net Cash Flow then being distributed shall be contributed by the Partnership to the capital of the Hotel Partnerships, pro rata in proportion to the Incentive Management Fees payable by the Hotel Partnerships with respect to such fiscal year, until the Partnership shall have contributed to the Hotel Partnerships an amount equal to 50% of the aggregate Incentive Management Fees payable by the Hotel Partnerships with respect to such fiscal year; (c) subject to the proviso to subsection (f) below, 70% of any remaining Net Cash Flow then being distributed shall be paid to the Limited Partners in accordance with their respective Proportionate Shares of Net Cash Flow and 30% shall be contributed by the Partnership to the capital of the Hotel Partnerships, pro rata in proportion to the aggregate amounts of current Incentive Management Fees then payable by the Hotel Partnerships, until such aggregate amounts of current Incentive Management Fees then payable by the Hotel Partnerships are paid; (d) subject to the proviso to subsection (f) below, 70% of any remaining Net Cash Flow then being distributed shall be paid to the Limited Partners in accordance with their respective Proportionate Shares of Net Cash Flow and 30% shall be contributed by the Partnership to the capital of the Hotel Partnerships, pro rata in proportion to the aggregate amounts of deferred Incentive Management Fees then payable by the Hotel Partnerships, until such aggregate amounts of deferred Incentive Management Fees then payable by the Hotel Partnerships are paid; (e) subject to the proviso to subsection (f) below, 70% of any remaining Net Cash Flow then being distributed shall be paid to the Limited Partners in accordance with their respective Proportionate Shares of Net Cash Flow and 30% shall be paid to the General Partner, but in any event not less frequently than quarterly, in such amounts as Partner until the General Partner shall determinehave received pursuant to this subsection (e) an amount equal to the sum of (i) all payments of deferred Incentive Management Fees made during any fiscal years prior to the time the Limited Partners have received an annual noncumulative $150 Return per Unit during such fiscal years and (ii) 60% of all payments of deferred Incentive Management Fees made during any fiscal years after the time the Limited Partners have received an annual noncumulative $150 Return per Unit during such fiscal years; (f) thereafter, 70% of any remaining Net Cash Flow then being distributed shall be paid to the Limited Partners in accordance with their Proportionate Shares of Net Cash Flow, and 30% shall be paid to the General Partner; provided, however, that at any time during any such fiscal year that the Limited Partners shall have received an amount equal to an annual noncumulative $150 Return per Unit, then the 70%/30% apportionment in subsections (c), (d) and (e) of this Section 7.02 shall be replaced with a 50%/50% apportionment. Notwithstanding the foregoing, in the event that at the time of any distribution of Net Cash Flow neither Westin Realty Corp. nor any of its Affiliates is a General Partner as a result of expulsion pursuant to Section 10.02, all Net cash Flow then being distributed shall use its reasonable efforts to cause be contributed by the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTS"), and (b) avoid any federal income or excise tax liability capital of the General Partner. All amounts withheld pursuant Hotel Partnerships (before any of the foregoing applications) until the Partnership shall have contributed to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice pursuant to which one or more Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE IX and the Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Interests, cause the Partnership to distribute to the Partners, PRO RATA in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests specified in such Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in Hotel Partnerships an amount equal to all current and deferred Incentive Management Fees then payable by the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) Second, to the General Partner with respect to the Series A Preferred Units in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares payable to the holders thereof; and (c) Next, to the Partners holding Common Units, PRO RATA in accordance with such Partners' then Percentage InterestsHotel Partnerships.

Distribution of Net Cash Flow. The General Partner shall cause the Partnership to distribute all or a portion of Net Cash Flow of the Partnership shall be distributed to the Partners from at such time to time as determined by the General Partner, but in any event not less frequently than quarterly, in such amounts or times as the General Partner shall may determine. Notwithstanding the foregoing; provided, the General Partner shall use its reasonable efforts to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends however, that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTS"), and (b) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice pursuant to which one or more Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE IX and the Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Interests, cause the Partnership to distribute to the Partners, PRO RATA in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) distributions of Net Cash Flow, which distribution to the extent available, shall be made prior to the closing at least quarterly. Such Net Cash Flow during each calendar year of the redemption or purchase and sale of the Offered Interests specified in such Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions Partnership shall be made in accordance with the following order of prioritydistributed as follows: (a) First, semi-annual distributions shall be made to the General Class A Limited Partner, until such Partner with respect has received distributions pursuant to the Preferred Units this Section 5.1 (a) in an amount equal to the cumulative and unpaid (i) its Undistributed Class A Preferred Return on such Preferred Units in such a way as to allow less (ii) an amount (the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable "Class A CAPEX Deduction") equal_ to the holders thereofResidual Percentage Interest of the Class A Limited Partner times the amount of Capital Expenditures made by the Partnership during the period for which the distribution is being made; (b) Second, distributions shall be made to the General Class B Limited Partner, until such Partner with respect has received distributions pursuant to the Series A Preferred Units this Section 5.1 (b) in an amount equal to (i) its Undistributed Class B Preferred Return, less (ii) an amount (the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares payable "Class B CAPEX Deduction") equal to the holders thereofResidual Percentage Interest of the Class B Limited Partner times the amount of Capital Expenditures made by the Partnership during the period for which the distribution is being made; and (c) NextThird, distributions shall be made to the Limited Partners, pari passu, in the following proportions: (i) the percentage equal to the Class A Limited Partner's Residual Percentage Interest to such Partner until such Partner has received distributions pursuant to this Section 5.1(c) in an amount equal to its Undistributed Class A CAPEX Deductions, provided, that at such time as the Class B Limited Partner has no Undistributed Class B CAPEX Deductions, the Class A Limited Partner shall receive 100% of the distributions pursuant to this Section 5.1(c) until such time as the Undistributed Class A CAPEX Deductions have been reduced to zero; and (ii) the percentage equal to the Class B Limited Partner's Residual Percentage Interest to such Partner until such Partner has received distributions pursuant to this Section 5.1(c) in an amount equal to its Undistributed Class B CAPEX Deductions, provided, that at such time as the Class A Limited Partner has no Undistributed Class A CAPEX Deductions, the Class B Limited Partner shall receive 100% of the distributions pursuant to this Section 5.1(c) until such time as the Undistributed Class B CAPEX Deductions have been reduced to zero; and (d) Fourth, any additional distributions shall be made to the Partners holding Common Unitsin the following proportions: (i) prior to the Refinancing Date, PRO RATA 1 % to the General Partner, 49% to the Class A Limited Partner and 50% to the Class B Limited Partner; (ii) after the Refinancing Date, and until the total amount of debt service payments (including, principal and interest) and all Current Year Distributions (defined below) of Net Cash Flow made after the Effective Date and during the fiscal year which includes the period for which the distribution is made equals $8,900,000, (the "Trigger Level"), 1% to the General Partner, 84% to the Class A Limited Partner and 15% to the Class B Limited Partner; and (iii) after the Refinancing Date, and after the Trigger Level has been reached for the applicable fiscal year, all further distributions of Net Cash Flow for such fiscal year shall be made 1% to the General Partner, 59% to the Class A Limited Partner and 40% to the Class B Limited Partner. "Current Year Distributions" shall mean distributions of Net Cash Flow pursuant to Sections 5.1(a), (b) and (c), but only to the extent that they apply to Class A Preferred Return and Class B Preferred Return amounts accrued for the applicable fiscal year and the recovery of Class A CAPEX Deduction and Class B CAPEX Deduction amounts deducted in accordance with such Partners' then Percentage Intereststhe applicable fiscal year.

Distribution of Net Cash Flow. The General Partner shall cause the Partnership to distribute all or a portion of Net Cash Flow to the Partners from time to time as determined by the General Partner, but in any event not less frequently than quarterly, in such amounts as the General Partner shall determine. Notwithstanding the foregoing, the General Partner shall use its reasonable efforts to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT REQUIREMENTS"), and (b) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice pursuant to which one or more Redemption Partners exercise Redemption Rights in accordance with the provisions of ARTICLE IX and the Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offer Offered Interests, cause the Partnership to distribute to the Partners, PRO RATA in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests specified in such Exercise Notice. Subject to any restrictions or limitations imposed by the Debt Instruments or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority: : (a) First, semi-annual distributions to the General Partner with respect to the Preferred Units in an amount equal to the cumulative and unpaid Preferred Return on such Preferred Units in such a way as to allow the General Partner to pay interest and any additional amounts on the Convertible Subordinated Debentures payable to the holders thereof; (b) Second, to the General Partner with respect to the Series A Preferred Units in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares payable to the holders thereof; and (c) Next, to the Partners holding Common Units, PRO RATA in accordance with such Partners' then Percentage Interests.