Common use of Distributions of Cash Flow Clause in Contracts

Distributions of Cash Flow. The General Partner shall cause the Partnership to distribute on a quarterly basis such portion of the Cash Flow of the Partnership as the General Partner shall determine in its sole discretion. Except as provided in Section 10.4, such distributions shall be made to the Partners who are Partners on the applicable Partnership Record Date as follows: first, to the holders of the Preferred Partnership Units, an amount equal to the unpaid portion of the Preferred Return due to the holders of the Preferred Partnership Units on the applicable Partnership Record Date, as determined pursuant to the applicable exhibit hereto setting forth the terms of such Preferred Partnership Units; second, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Class B Common Partnership Units, the Class B Common Partnership Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and third, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units (other than Class B Common Partnership Units), in accordance with their respective Common Percentage Interests; provided, however, if for any Common Partnership Unit Distribution Period, a Newly Issued Common Partnership Unit is outstanding on the Partnership Record Date for such period, there shall not be distributed in respect of such Newly Issued Common Partnership Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Partnership Unit in accordance with its respective Common Percentage Interest, but rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Common Partnership Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period. Any Cash Flow not distributed to the holders of Partnership Units by operation of this provision shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses.

Distributions of Cash Flow. (a) The General Partner shall cause the Partnership to distribute on a quarterly basis such portion of the Cash Flow of the Partnership as the General Partner shall determine in its sole discretion. Except as provided in Section 10.4, such distributions shall be made to the Partners who are Partners on the applicable Partnership Record Date record date as follows: first, to the holders of the Preferred Partnership Units, an amount equal to the unpaid portion of the Preferred Return due to the holders of the Preferred Partnership Units on the applicable Partnership Record Date, as determined pursuant to the applicable exhibit hereto setting forth the terms of such Preferred Partnership Units; second, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Class B Common Partnership Units, the Class B Common Partnership Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and third, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units (other than Class B Common Partnership Units), in accordance with their respective Common Percentage Interests; provided, however, if for any Common Partnership Unit Distribution Period, a Newly Issued Common Partnership Unit is outstanding on the Partnership Record Date for such period, there shall not be distributed in respect of such Newly Issued Common Partnership Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Partnership Unit in accordance with its respective Common Percentage Interest, but rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Common Partnership Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period. Any Cash Flow not distributed to the holders of Partnership Units by operation of this provision shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses. (b) In no event may a Partner receive a distribution of Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a dividend out of the Company’s share of such Cash Flow with respect to a REIT Share for which all or part of such Partnership Unit has been exchanged. (c) If the Partnership issues additional Partnership Units pursuant to the provisions of this Agreement, the General Partner is hereby authorized to make such revisions to this Article VIII as it determines are necessary or desirable to reflect the issuance of such additional Partnership Units, including without limitation, making preferential distributions to certain classes of Partnership Units.

Distributions of Cash Flow. The General Partner Manager shall cause the Partnership Company to distribute on a quarterly basis such portion of the Cash Flow of the Partnership Company as the General Partner Manager shall determine in its sole discretion. Except as provided in Section 10.4, such distributions shall be made to the Partners Members who are Partners Members on the applicable Partnership Record Date as follows: first, to the holders of the Preferred Partnership Units, an amount equal to the unpaid portion of the Preferred Return due to the holders of the Preferred Partnership Units on the applicable Partnership Record Date, as determined pursuant to the applicable exhibit hereto to this Agreement setting forth the terms of such Preferred Partnership Units; second, to all Partners Members who are Partners Members on the applicable Partnership Record Date and who beneficially own Class B Common Partnership Units, the Class B Common Partnership Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and third, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units (other than Class B Common Partnership Units), in accordance with their respective Common Percentage Interests; provided, however, if for any Common Partnership Unit Distribution Period, a Newly Issued Common Partnership Unit is outstanding on the Partnership Record Date for such period, there shall not be distributed in respect of such Newly Issued Common Partnership Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Partnership Unit in accordance with its respective Common Percentage Interest, but rather, the General Partner Manager shall cause to be distributed with respect to each such Newly Issued Common Partnership Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period. Any Cash Flow not distributed to the holders of Partnership Units by operation of this provision shall be retained by the Partnership Company and applied toward future distributions or payment of Partnership Company expenses.

Distributions of Cash Flow. (a) The General Partner Partnership shall cause the Partnership to distribute Cash Flow on a quarterly basis such portion monthly (or, at the election of the Cash Flow of the Partnership as General Partner, more or less frequently) basis, in an amount determined by the General Partner shall determine in its sole and absolute discretion. Except as provided in Section 10.4, such distributions shall be made to the Partners who are Partners on the applicable Partnership Record Date as follows: first, with respect to such month (or other distribution period) in accordance with Section 8.1(b). The Partnership shall be deemed to have distributed cash to the holders of the Preferred Partnership Units, General Partner in an amount equal to the unpaid portion amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares. (b) Except for distributions pursuant to Section 10.4 in connection with the dissolution and liquidation of the Preferred Return due Partnership and subject to the holders provisions of Sections 8.1(c), 8.1(d), 8.2 and 8.3, all distributions of Cash Flow (including any deemed distributions pursuant to Section 8.1(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Preferred Partnership Units held by the respective Partners on the applicable Partnership Record Date, as determined except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares (including, without limitation, Distribution Fees, management fees paid pursuant to the Advisory Agreement as provided on Schedule 1 attached to this Agreement and the Performance Allocation) as described in the PPM or the Prospectus or for other reasons as determined by the Board of Directors of the Company. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation. (c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), and even if terminated, through such date of termination, the Special Limited Partner shall be entitled to a distribution with respect to Performance Participation Units only (the “Performance Allocation”) promptly following the end of each year and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable exhibit hereto setting forth period exceeds the terms sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Preferred Partnership UnitsExcess Profits until the total amount allocated to the Special Limited Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; secondand (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. With respect to all Partners who Performance Participation Units that are Partners repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan, the Special Limited Partner shall be entitled to such Performance Allocation in an amount calculated as described above calculated in respect of the portion of the year for which such Performance Participation Units were outstanding, and proceeds for any such Performance Participation Unit repurchase will be reduced by the amount of any such Performance Allocation. Promptly following the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner will be entitled to a Performance Allocation as described above calculated in respect of the portion of the year to date, less any Performance Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a calendar year following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Allocations in the subsequent four calendar years will be reduced by(i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the applicable remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its affiliate) will promptly pay the Partnership Record Date and who beneficially own the remaining Quarterly Shortfall Obligation in cash. Distributions on the Performance Allocation may be payable in cash, Class B Common Partnership E Units or any combination thereof, at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in Class E Units, the Special Limited Partner will receive the number of Class B Common Partnership E Units that results from dividing the Performance Allocation by the Net Asset Value per Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and third, to all Partners who are Partners on of the applicable Class of Partnership Record Date and who beneficially own Common Units at the time of such distribution. If the Special Limited Partner elects to receive such distributions in Class E Units, the Special Limited Partner or any subsequent transferee may request the Partnership to redeem such Partnership Units (including any Partnership Units received in exchange for any Class E Units) from the Special Limited Partner or such transferee at any time thereafter pursuant to Section 7.4. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other than Class B Common Partnership Unitssimilar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the Special Limited Partner will not be obligated to return any portion of the Performance Allocation paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-renewal), in accordance the Special Limited Partner will be allocated any accrued Performance Allocation with their respective Common Percentage Interests; provided, however, if for any Common respect to all Performance Participation Units as of the date of such termination. (d) In no event may a Partner receive a distribution of Cash Flow with respect to a Partnership Unit Distribution Period, if such Partner is entitled to receive a Newly Issued Common Partnership Unit is outstanding on dividend out of the Partnership Record Date for such period, there shall not be distributed in respect Company’s share of such Newly Issued Common Partnership Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in Cash Flow with respect to a REIT Share for which all or part of such Partnership Unit in accordance with its respective Common Percentage Interest, but ratherhas been exchanged. (e) If the Partnership issues additional Partnership Units pursuant to the provisions of this Agreement, the General Partner shall cause is hereby authorized to be distributed with respect make such revisions to each this Article VIII as it determines are necessary or desirable to reflect the issuance of such Newly Issued Common additional Partnership Unit an amount equal Units, including without limitation, making preferential distributions to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period. Any Cash Flow not distributed to the holders certain classes of Partnership Units by operation of this provision shall be retained by the Partnership and applied toward future distributions or payment of Partnership expensesUnits.

Distributions of Cash Flow. (a) The General Partner shall cause the Partnership to distribute on a quarterly basis such portion of the Cash Flow of the Partnership as the General Partner shall determine in its sole discretion. Except as provided in Section 10.4, such distributions shall be made to the Partners who are Partners on the applicable Partnership Record Date record date as follows: first, to the holders of the Preferred Partnership Units, an amount equal to the unpaid portion of the Preferred Return due to the holders of the Preferred Partnership Units on the applicable Partnership Record Date, as determined pursuant to the applicable exhibit hereto setting forth the terms of such Preferred Partnership Units; second, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Class B Common Partnership Units, the Class B Common Partnership Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and third, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units (other than Class B Common Partnership Units), in accordance with their respective Common Percentage Interests; provided, however, if for any Common Partnership Unit Distribution Period, a Newly Issued Common Partnership Unit is outstanding on the Partnership Record Date for such period, there shall not be distributed in respect of such Newly Issued Common Partnership Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Partnership Unit in accordance with its respective Common Percentage Interest, but rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Common Partnership Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period. Period Any Cash Flow not distributed to the holders of Partnership Units by operation of this provision shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses. (b) In no event may a Partner receive a distribution of Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a dividend out of the Company’s share of such Cash Flow with respect to a REIT Share for which all or part of such Partnership Unit has been exchanged. (c) In the event the Partnership issues additional Partnership Units pursuant to the provisions of this Agreement, the General Partner is hereby authorized to make such revisions to this Article 8 as it determines are necessary or desirable to reflect the issuance of such additional Partnership Units, including without limitation, making preferential distributions to certain classes of Partnership Units.

Distributions of Cash Flow. The General Partner shall cause the Partnership to distribute on a quarterly basis such portion of the Cash Flow of the Partnership as the General Partner shall determine in its sole discretion. Except as provided in Section 10.4, such distributions shall be made to the Partners who are Partners on the applicable Partnership Record Date record date as follows: first, to the holders of the Preferred Partnership Units, an amount equal to the unpaid portion of the Preferred Return due to the holders of the Preferred Partnership Units on the applicable Partnership Record Date, as determined pursuant to the applicable exhibit hereto setting forth the terms of such Preferred Partnership Units; second, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Class B Common Partnership Units, the Class B Common Partnership Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and third, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units (other than Class B Common Partnership Units), in accordance with their respective Common Percentage Interests; provided, however, if for any Common Partnership Unit Distribution Period, a Newly Issued Common Partnership Unit is outstanding on the Partnership Record Date for such period, there shall not be distributed in respect of such Newly Issued Common Partnership Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Partnership Unit in accordance with its respective Common Percentage Interest, but rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Common Partnership Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period. Any Cash Flow not distributed to the holders of Partnership Units by operation of this provision shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses.

Distributions of Cash Flow. (a) The General Partner shall cause the Partnership to distribute on a quarterly basis such portion of the Cash Flow of the Partnership as the General Partner shall determine in its sole discretion. Except as provided in Section 10.4, such distributions shall be made to the Partners who are Partners on the applicable Partnership Record Date record date as follows: first, to the holders of the Preferred Partnership Units, an amount equal to the unpaid portion of the Preferred Return due to the holders of the Preferred Partnership Units on the applicable Partnership Record Date, as determined pursuant to the applicable exhibit hereto setting forth the terms of such Preferred Partnership Units; second, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Class B Common Partnership Units, the Class B Common Partnership Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and third, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units (other than Class B Common Partnership Units), in accordance with their respective Common Percentage Interests; provided, however, if for any Common Partnership Unit Distribution Period, a Newly Issued Common Partnership Unit is outstanding on the Partnership Record Date for such period, there shall not be distributed in respect of such Newly Issued Common Partnership Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Partnership Unit in accordance with its respective Common Percentage Interest, but rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Common Partnership Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period. Any Cash Flow not distributed to the holders of Partnership Units by operation of this provision shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses. (b) In no event may a Partner receive a distribution of Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a dividend out of the Company’s share of such Cash Flow with respect to a REIT Share for which all or part of such Partnership Unit has been exchanged. (c) If the Partnership issues additional Partnership Units pursuant to the provisions of this Agreement, the General Partner is hereby authorized to make such revisions to this Article VIII as it determines are necessary or desirable to reflect the issuance of such additional Partnership Units, including without limitation, making preferential distributions to certain classes of Partnership Units. (d) Notwithstanding any other provision in this Agreement, the transactions, distributions and Common Partnership Unit recapitalization provided in Exhibit P are authorized and approved and all actions taken in connection with such transactions, distributions and Common Partnership Unit recapitalization are ratified.

Distributions of Cash Flow. (a) The General Partner shall cause the Partnership to distribute on a quarterly basis such portion of the Cash Flow of the Partnership as the General Partner shall determine in its sole discretion. Except as provided in Section 10.4, such distributions shall be made to the Partners who are Partners on the applicable Partnership Record Date record date as follows: first, FIRST: to the holders of the Preferred Partnership Units, an amount equal to the unpaid portion of the Preferred Return due to the holders of the Preferred Partnership Units on the applicable Partnership Record Date, as determined pursuant to the applicable exhibit hereto setting forth the terms of such Preferred Partnership Units; second, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Class B Common Partnership Units, the Class B Common Partnership Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and third, SECOND: to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units (other than Class B Common Partnership Units), in accordance with their respective Common Percentage Interests; provided, however, if for any Common Partnership Unit Distribution Period, a Newly Issued Common Partnership Unit is outstanding on the Partnership Record Date for such period, there shall not be distributed in respect of such Newly Issued Common Partnership Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Partnership Unit in accordance with its respective Common Percentage Interest, but rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Common Partnership Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period. Any Cash Flow not distributed to the holders of Partnership Units by operation of this provision shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses. (b) In no event may a Partner receive a distribution of Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a dividend out of the Company’s share of such Cash Flow with respect to a REIT Share for which all or part of such Partnership Unit has been exchanged. (c) If the Partnership issues additional Partnership Units pursuant to the provisions of this Agreement, the General Partner is hereby authorized to make such revisions to this Article VIII as it determines are necessary or desirable to reflect the issuance of such additional Partnership Units, including without limitation, making preferential distributions to certain classes of Partnership Units.