Common use of Distributions Allocations Clause in Contracts

Distributions Allocations. With respect to the first four full Quarters following the date hereof, and the partial Quarter immediately following the date hereof (which partial Quarter will be the Quarter ending June 30, 2013), a Holder shall be entitled to receive on any Distribution Payment Date, distributions payable in a number of additional Preferred Units equal to (i) the Distribution Rate divided by the Distribution VWAP, multiplied by (ii) the number of Preferred Units held by such Holder prior to such distribution (the “Preferred PIK Distributions”). Thereafter, a Holder shall be entitled to receive on any Distribution Payment Date a distribution payable, in the sole discretion of the General Partner, (i) in cash in an amount equal to the Distribution Rate (“Preferred Cash Distributions”), (ii) in a number of additional Preferred Units equal to the Preferred PIK Distribution (the Preferred PIK Distribution, together with the Preferred Cash Distributions, the “Preferred Distributions”) or (iii) any combination of Preferred PIK Distributions and Preferred Cash Distributions that in the aggregate provides the Holder a distribution with a value in cash plus Preferred Units equal to the Distribution Rate, prior to any other distributions pursuant to Sections 6.4 or 6.5 of the Limited Partnership Agreement in respect of Junior Units. Preferred Distributions shall be paid in any Quarter on the same date as the distribution payment date for Common Units, and the Record Dates for distributions on the Preferred Units and Common Units shall be the same; provided, that if no distribution is paid with respect to the Common Units for any Quarter, the distribution payment date for the Preferred Units shall be set by the General Partner to be a date no later than the 45th day following the end of such Quarter (the date distributions are paid on the Preferred Units, as set forth above, a “Distribution Payment Date”). If the Partnership fails to pay in full any Preferred Distribution (or portion thereof), then (x) the General Partner shall cause the Partnership to pay such unpaid Preferred Distribution at such time and with such special Record Date as it may select and (y) the Partnership shall not be permitted to, and shall not, make any distributions in respect of any Junior Units unless and until all unpaid Preferred Distributions have been paid in full. No interest shall accrue or be paid with respect to any unpaid distribution to the Holders of Preferred Units.

Distributions Allocations. With respect to the first four full Quarters following the date hereof, and the partial Quarter immediately following the date hereof (which partial Quarter will be the Quarter ending June 30, 2013), a A Holder shall be entitled to receive receive, on any Distribution Payment Date, distributions payable in a number of additional Preferred Units equal to (i) the Distribution Rate divided by the Distribution VWAP, multiplied by (ii) the number of Preferred Units held by such Holder prior to such distribution (the “Preferred PIK Distributions”). Thereafter, a Holder shall be entitled to receive on any Distribution Payment Date a distribution payable, in the sole discretion of the General Partner, (i) in cash in an amount equal to the Distribution Rate greater of (“Preferred Cash Distributions”)a) $0.51 and (b) the quarterly Common Unit distribution payable for the most recently completed Quarter, (ii) in a each case multiplied by the number of additional Common Units into which such Preferred Units equal Unit is convertible pursuant to the Preferred PIK Distribution Section 7 (the Preferred PIK Distribution, together with the Preferred Cash Distributions, the “Preferred Distributions”) or (iii) any combination of Preferred PIK Distributions and Preferred Cash Distributions that in the aggregate provides the Holder a distribution with a value in cash plus Preferred Units equal to the Distribution Rate), prior to any other distributions pursuant to Sections 6.4 or 6.5 of the Limited Partnership Agreement in respect of Junior Units; provided that the Holders of Preferred Units shall not be entitled to any distribution in respect of the Quarter ending June 30, 2013 or any Quarter prior thereto. Preferred Distributions shall be paid in any Quarter on the same date as the distribution payment date for Common Units, and the Record Dates for distributions on the Preferred Units and Common Units shall be the same; providedprovided that (i) the first Preferred Distribution shall be for the Quarter ending September 30, that 2013, (ii) if no distribution is paid with respect to the Common Units for any Quarter, the distribution payment date for the Preferred Units shall be set by the General Partner to be a date no later than the 45th day following the end of such Quarter (the date distributions are paid on the Preferred Units, as set forth above, a “Distribution Payment Date”). If the Partnership fails to pay in full any Preferred Distribution (or portion thereof), then (x) the General Partner shall cause the Partnership to pay such unpaid Preferred Distribution at such time and with such special Record Date as it may select and (y) the Partnership shall not be permitted to, and shall not, make any distributions in respect of any Junior Units unless and until all unpaid Preferred Distributions have been paid in full. No interest shall accrue or be paid with respect to any unpaid distribution to the Holders of Preferred Units.

Distributions Allocations. With respect to ACTIVE/84645397.12 (a) The holder of the first four full Quarters following the date hereof, and the partial Quarter immediately following the date hereof (which partial Quarter will be the Quarter ending June 30, 2013), a Holder Award LTIP Units shall be entitled to receive distributions with respect to such Award LTIP Units to the extent provided for in the Partnership Agreement for FV LTIP Units; provided that (a) the FV LTIP Full Participation Date (as defined in the Partnership Agreement) with respect to Award LTIP Units shall be the Valuation Date; and (b) the FV LTIP Fraction (as defined in the Partnership Agreement) with respect to the Award LTIP Units shall be one-tenth (10%) until the date as of which such Award LTIP Unit is earned pursuant to Sections 3, 4, 5 or 6 above and, if such Unit is earned, one (1) after such date. (b) As of the date on which any Award LTIP Unit is earned pursuant to the calculations provided in Section 7(a) above, the Committee shall determine the number of additional Award LTIP Units that would have accumulated if the Participant had received all distributions paid by the Partnership with respect to earned Award LTIP Units determined pursuant to Section 7(a) above, reduced by the distributions actually paid with respect to the Award LTIP Units in accordance with Section 10(a) above, and such distributions had been reinvested in Common Units (“Distribution Payment Catch-Up LTIP Units”). Distribution Catch-Up LTIP Units will be earned and vested as of the Valuation Date and shall be determined as follows: (i) For each distribution declared and paid on Common Units with a record date after the Effective Date and prior to the Valuation Date (excluding distributions paid in the form of additional Common Units unless adjustment is otherwise made pursuant to Section 12 below), calculate the following number of additional Award LTIP Units: Where: W = The aggregate number of Award LTIP Units earned pursuant to Sections 3, 4, 5 and 6 above; Y = 90% of the applicable per Common Unit distribution; and Z = The Fair Market Value of a share of Common Stock on the applicable record date multiplied by the Conversion Factor. (ii) Add all the amounts calculated pursuant to clause (i) above together. If, upon the performance of the calculations set forth in this Section 10(b), the total number of Award LTIP Units that have been earned is greater than the number of Award LTIP ACTIVE/84645397.12 Units previously issued to the Participant, then: (A) the Company shall cause the Partnership to issue to the Participant, as of the Valuation Date, distributions payable in a number of additional Preferred FV LTIP Units equal to the difference; (iB) such additional FV LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; (C) the Distribution Rate divided by Company and the Distribution VWAPPartnership shall take such corporate and Partnership action as is necessary to accomplish the grant of such additional FV LTIP Units; and (D) thereafter the term Award LTIP Units will include such additional FV LTIP Units; provided that such issuance will be subject to the Participant executing and delivering such documents, multiplied by (ii) comparable to the number documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership may reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. In lieu of Preferred issuing additional FV LTIP Units held by such Holder prior to such distribution (as provided above, the “Preferred PIK Distributions”). ThereafterPartnership, a Holder shall be entitled to receive on any Distribution Payment Date a distribution payableat its option, in may pay the sole discretion of the General Partner, (i) Participant in cash in an amount equal to the Distribution Rate (“Preferred Cash Distributions”), (ii) in a number of additional Preferred Units equal to the Preferred PIK Distribution (the Preferred PIK Distribution, together with the Preferred Cash Distributions, the “Preferred Distributions”) or (iii) any combination of Preferred PIK Distributions and Preferred Cash Distributions that in the aggregate provides the Holder a distribution with a value in cash plus Preferred Units equal to the Distribution Rate, prior to any other distributions pursuant to Sections 6.4 or 6.5 Fair Market Value of the Limited Partnership Agreement in respect of Junior Units. Preferred Distributions additional FV LTIP Units it would otherwise be obligated to issue, which payment shall be paid in any Quarter on the same date as the distribution payment date constitute for Common Units, and the Record Dates for distributions on the Preferred Units and Common Units shall be the same; provided, that if no distribution is paid with respect to the Common Units for any Quarter, the distribution payment date for the Preferred Units shall be set by the General Partner to be a date no later than the 45th day following the end of such Quarter (the date distributions are paid on the Preferred Units, as set forth above, federal income tax purposes a “Distribution Payment Date”). If guaranteed payment” under the Partnership fails to pay in full any Preferred Distribution (or portion thereof), then (x) the General Partner shall cause the Partnership to pay such unpaid Preferred Distribution at such time and with such special Record Date as it may select and (y) the Partnership shall not be permitted to, and shall not, make any distributions in respect of any Junior Units unless and until all unpaid Preferred Distributions have been paid in full. No interest shall accrue or be paid with respect to any unpaid distribution to the Holders of Preferred UnitsCode.

Distributions Allocations. With respect to the first four full Quarters following the date hereof, and the partial Quarter immediately following the date hereof (which partial Quarter will be the Quarter ending June 30, 2013), a Holder shall be entitled to receive on any Distribution Payment Date, distributions payable in a number of additional Preferred Units equal to (i) the Distribution Rate divided by the Distribution VWAP, multiplied by (ii) the number The Holders of Preferred Units held by such Holder prior to such distribution (the “Preferred PIK Distributions”). Thereafter, a Holder shall be entitled to receive on any Distribution Payment Date a distribution payable, in the sole discretion of the General Partner, cash distributions (i) in cash in an amount equal to the Distribution Rate (“Preferred Cash Distributions”), (ii) in a number of additional Preferred Units equal to the Preferred PIK Distribution (the Preferred PIK Distribution, together with the Preferred Cash Distributions, the “Preferred Distributions”) or (iii) any combination of Preferred PIK Distributions and Preferred Cash Distributions that in the aggregate provides the Holder a distribution with a value in cash plus Preferred Units equal to the Distribution Rategreater of (a) $ 0.40 and (b) the quarterly Common Unit distribution payable for the most recently completed Quarter, in each case multiplied by the number of Common Units into which such Preferred Unit is convertible pursuant to Section 7, prior to any other distributions pursuant to Sections 6.4 or 6.5 of the Limited Partnership Agreement in respect of Junior Units; provided that the Holders of Preferred Units shall not be entitled to any distribution in respect of the Quarter ending June 30, 2012 or any Quarter prior thereto. Preferred Distributions shall be paid in any Quarter on the same date as the distribution payment date for Common Units, and the Record Dates for distributions on the Preferred Units and Common Units shall be the same; provided, that if no distribution is paid with respect to the Common Units for any Quarter, the distribution payment date for the Preferred Units shall be set by the General Partner to be a date no later than the 45th day following the end of such Quarter (the date distributions are paid on the Preferred Units, as set forth above, a “Distribution Payment Date”). If the Partnership fails to pay in full any Preferred Distribution (or portion thereof), then (x) the General Partner shall may cause the Partnership to pay such unpaid Preferred Distribution at such time and with such special Record Date as it may select and (y) the Partnership shall not be permitted to, and shall not, make any distributions in respect of any Junior Units unless and until all unpaid Preferred Distributions have been paid in full. No interest shall accrue or be paid with respect to any unpaid distribution to the Holders of Preferred Units.

Distributions Allocations. With respect to the first four full Quarters following the date hereofThe Holders of Preferred Units (including each PIK Preferred Unit, and the partial Quarter immediately following the date hereof (which partial Quarter will be the Quarter ending June 30, 2013), a Holder as defined below) shall be entitled to receive on any Distribution Payment Date, distributions payable in a number of additional Preferred Units equal to either (i) the Distribution Rate divided by the Distribution VWAP, multiplied by (ii) the number of Preferred Units held by such Holder prior to such distribution (the “Preferred PIK Distributions”). Thereafter, a Holder shall be entitled to receive on any Distribution Payment Date a distribution payable, in the sole discretion of the General Partner, (ia) in cash in an amount equal to the Distribution Rate (the “Preferred Cash Distributions”), or (iib) in a number kind in additional Preferred Units (the “PIK Preferred Units”) and not in cash, in an amount of additional Preferred Units equal to the Preferred PIK Distribution Rate (the “PIK Preferred PIK Distribution, Distributions,” and together with the Preferred Cash Distributions, the (“Preferred Distributions”) or (iii) any combination of Preferred PIK Distributions and Preferred Cash Distributions that in the aggregate provides the Holder a distribution with a value in cash plus Preferred Units equal to the Distribution Rate), prior to any other distributions pursuant to Sections 6.4 or 6.5 of the Limited Partnership Agreement in respect of Junior Units. In any Quarter, it shall be in the Partnership’s sole discretion whether to issue a Preferred Cash Distribution or a PIK Preferred Distribution, or any combination of the two. Preferred Distributions shall be paid in any Quarter on the same date as the distribution payment date for Common Units, and the Record Dates for distributions on the Preferred Units and Common Units shall be the same; provided, that if no distribution is paid with respect to the Common Units for any Quarter, the distribution payment date for the Preferred Units shall be set by the General Partner to be a date no later than the 45th day following the end of such Quarter (the date distributions are paid on the Preferred Units, as set forth above, a “Distribution Payment Date”). If the Partnership fails to pay in full any Preferred Distribution (or portion thereof), then (x) the General Partner shall cause the Partnership to pay such unpaid Preferred Distribution at such time and with such special Record Date as it may select and (y) the Partnership shall not be permitted to, and shall not, make any distributions in respect of any Junior Units unless and until all unpaid Preferred Distributions have been paid in full. No interest shall accrue or be paid with respect to any unpaid distribution to the Holders of Preferred Units.