Distributions of Net Operating Cash Flow. Notwithstanding any provisions in the Partnership Agreement to the contrary, the Partnership and the General Partner hereby covenant and agree that, for as long as any Preferred Units are outstanding and a Cash Flow Sweep Event (as defined below) has not occurred and is not continuing, (i) Net Operating Cash Flow for each fiscal year (or part thereof) of the Partnership shall be distributed not less frequently than monthly and (ii) all Net Operating Cash Flow in any fiscal quarter shall be distributed or utilized by the Partnership as follows: (i) first, to pay all accrued and unpaid Distributions on the Preferred Units (plus accrued interest thereon pursuant to Section 3(b)); (ii) second, to pay Distributions on the Preferred Units for the current Distribution Period; (iii) third, to pay distributions on Common Units in a monthly amount equal to the current distribution rate per Common Unit in effect on such distribution date, not to exceed the monthly equivalent of an annual rate of 7.0% of the restated stock price of REIT Shares; (iv) fourth, to redeem REIT Shares pursuant to, and subject to the limitations under, the General Partner’s Share Redemption Program as in effect on the Date of Issuance; (v) fifth, to repay principal of Indebtedness until the Senior Loan-to-Value Ratio of the Portfolio is equal to or less than fifty percent (50%); (vi) sixth, to repurchase Preferred Units until the Semi-Annual Repurchase has been made, if so required pursuant to Section 5(b); and (vii) thereafter, to invest in new properties and for other general partnership purposes. Notwithstanding that Net Operating Cash Flow may be distributed more frequently than annually, Net Operating Cash Flow shall be ultimately determined on an annual basis, based upon the annual audited financial statements (i) of the General Partner as long as the Partnership’s financial results are consolidated with and into the financial results of the General Partner and (ii) the Partnership if the Partnership’s financial results are not consolidated with and into the financial results of the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Griffin Capital Essential Asset REIT, Inc.), Limited Partnership Agreement (Griffin Capital Essential Asset REIT, Inc.)
Distributions of Net Operating Cash Flow. Notwithstanding any provisions Except as otherwise provided in the Partnership Agreement to the contrarySection 8(f), the Partnership and the General Partner hereby covenant and agree that, for as long as any Preferred Units are outstanding and a Cash Flow Sweep Event (as defined below) has not occurred and is not continuing, (i) Net Operating Cash Flow for each fiscal year (or part thereof) of shall cause the Partnership to distribute or use, and shall be distributed not less frequently than monthly and (ii) cause its Component Entities to distribute or use, all Net Operating Cash Flow in any fiscal quarter shall be distributed or utilized by the Partnership as follows:
(i) first, to pay all accrued and unpaid Distributions on the Preferred Units (plus accrued interest thereon pursuant Miscellaneous Amounts to Section 3(b))Series D Unitholders;
(ii) second, to pay all accrued and unpaid Current Distributions on the Series D Preferred Partnership Units and any accrued and unpaid distributions on Parity Units (to the extent required by the terms thereof) for the current all past Distribution PeriodPeriods;
(iii) third, to pay distributions all Current Distributions on Common the Series D Preferred Partnership Units in a monthly amount equal and any Current Distributions on the Parity Units (to the extent required by the terms thereof) for the current distribution rate per Common Unit in effect on such distribution date, not to exceed the monthly equivalent of an annual rate of 7.0% of the restated stock price of REIT SharesDistribution Period;
(iv) fourth, to redeem REIT Shares pursuant to, and subject pay distributions to the limitations under, the General Partner’s Share Redemption Program as holders of Common Units in effect on the Date of Issuancean annual amount up to $0.30 per outstanding Common Unit;
(v) fifth, to repay principal of Indebtedness until the Senior Loan-to-Value Ratio of extent necessary for the Portfolio is equal General Partner to or less than fifty percent maintain its qualification as a REIT under the Code, to pay additional PIK Distributions on the Series D Preferred Partnership Units and any other similar amount with respect to Parity Units (50%to the extent required by the terms thereof);
(vi) sixth, to repurchase the extent that the General Partner has exhausted any available credit facility entered into in accordance with the Series D Preferred Units until Terms, up to $10,000,000 per annum to fund a working capital reserve (the Semi-Annual Repurchase has been made“General Reserve Account”, if so required and any funds deposited into the General Reserve Account pursuant to this clause (vi) being referred to herein as the “General Reserve Funds”), which General Reserve Funds will be held and applied in accordance with Section 30 of this Agreement;
(vii) seventh, to the extent not already distributed pursuant to Section 5(b8(c)(iv), to pay PIK Distributions to the holders of Series D Preferred Partnership Units and to pay any other similar amount with respect to Parity Units (to the extent required by the terms thereof); and
(viiviii) thereafter, to invest in new properties and for other general partnership purposes. Notwithstanding that Net Operating Cash Flow may be distributed more frequently than annually, Net Operating Cash Flow shall to the holders of Common Units or to be ultimately determined on an annual basis, based upon the annual audited financial statements (i) of the General Partner as long as retained by the Partnership’s financial results are consolidated with and into the financial results of the General Partner and (ii) the Partnership if the Partnership’s financial results are not consolidated with and into the financial results of the General Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Landmark Apartment Trust of America, Inc.)
Distributions of Net Operating Cash Flow. Notwithstanding any provisions Except as otherwise provided in the Partnership Agreement to the contrarySection 8(f), the Partnership and the General Partner hereby covenant and agree that, for as long as any Preferred Units are outstanding and a Cash Flow Sweep Event (as defined below) has not occurred and is not continuing, (i) Net Operating Cash Flow for each fiscal year (or part thereof) of shall cause the Partnership to distribute or use, and shall be distributed not less frequently than monthly and (ii) cause its Component Entities to distribute or use, all Net Operating Cash Flow in any fiscal quarter shall be distributed or utilized by the Partnership as follows:
(i) first, to pay all accrued Miscellaneous Amounts to Series E Preferred Unitholders and unpaid Distributions any Miscellaneous Amounts to holders of Parity Units (to the extent required by the terms thereof) (such payments to be made pro rata based on the Preferred Units (plus accrued interest thereon pursuant Miscellaneous Amounts owed to Section 3(b)such holders in the event that Net Operating Cash Flows are insufficient to pay all such amounts due);
(ii) second, to pay all accrued and unpaid Current Distributions on the Series E Preferred Partnership Units and any accrued and unpaid distributions on Parity Units (to the extent required by the terms thereof) for the current all past Distribution PeriodPeriods;
(iii) third, to pay distributions all Current Distributions on Common the Series E Preferred Partnership Units in a monthly amount equal and any Current Distributions on the Parity Units (to the extent required by the terms thereof) for the current distribution rate per Common Unit in effect on such distribution date, not to exceed the monthly equivalent of an annual rate of 7.0% of the restated stock price of REIT SharesDistribution Period;
(iv) fourth, to redeem REIT Shares pursuant to, and subject pay distributions to the limitations under, the General Partner’s Share Redemption Program as holders of Common Units in effect on the Date of Issuancean annual amount up to $0.30 per outstanding Common Unit;
(v) fifth, to repay principal of Indebtedness until the Senior Loan-to-Value Ratio of extent necessary for the Portfolio is equal General Partner to or less than fifty percent maintain its qualification as a REIT under the Code, to pay additional PIK Distributions on the Series E Preferred Partnership Units and any other similar amount with respect to Parity Units (50%to the extent required by the terms thereof);
(vi) sixth, to repurchase the extent that the General Partner has exhausted any available credit facility entered into in accordance with the Series E Preferred Units until Terms, up to $10,000,000 per annum to fund a working capital reserve (the Semi-Annual Repurchase has been made“General Reserve Account”, if so required and any funds deposited into the General Reserve Account pursuant to this clause (vi) being referred to herein as the “General Reserve Funds”), which General Reserve Funds will be held and applied in accordance with Section 30 of this Agreement;
(vii) seventh, to the extent not already distributed pursuant to Section 5(b8(c)(iv), to pay PIK Distributions to the holders of Series E Preferred Partnership Units and to pay any other similar amount with respect to Parity Units (to the extent required by the terms thereof); and
(viiviii) thereafter, to invest in new properties and for other general partnership purposes. Notwithstanding that Net Operating Cash Flow may be distributed more frequently than annually, Net Operating Cash Flow shall to the holders of Common Units or to be ultimately determined on an annual basis, based upon the annual audited financial statements (i) of the General Partner as long as retained by the Partnership’s financial results are consolidated with and into the financial results of the General Partner and (ii) the Partnership if the Partnership’s financial results are not consolidated with and into the financial results of the General Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Landmark Apartment Trust of America, Inc.)
Distributions of Net Operating Cash Flow. Notwithstanding any provisions Except as otherwise provided in the Partnership Agreement to the contrarySection 2(g), the Partnership Company shall distribute or use, and the General Partner hereby covenant and agree thatshall cause its Component Entities to distribute or use, for as long as any Preferred Units are outstanding and a Cash Flow Sweep Event (as defined below) has not occurred and is not continuing, (i) Net Operating Cash Flow for each fiscal year (or part thereof) of the Partnership shall be distributed not less frequently than monthly and (ii) all Net Operating Cash Flow in any fiscal quarter shall be distributed or utilized by the Partnership as follows:
(i) first, to pay all accrued and unpaid Distributions on Miscellaneous Amounts to the holders of Series D Preferred Units (plus accrued interest thereon Stock pursuant to Section 3(b)4 hereof and any Miscellaneous Amounts to holders of Parity Stock (to the extent required by the terms thereof) (such payments to be made pro rata based on the Miscellaneous Amounts owed to such holders in the event that Net Operating Cash Flows are insufficient to pay all such amounts due);
(ii) second, to pay Distributions all accrued and unpaid Current Dividends on the Series D Preferred Units Stock and any accrued and unpaid dividends on Parity Stock (to the extent required by the terms thereof) for the current Distribution Periodall past Dividend Periods;
(iii) third, to pay distributions all Current Dividends on Common Units in a monthly amount equal the Series D Preferred Stock and any current dividends on the Parity Stock (to the extent required by the terms thereof) for the current distribution rate per Common Unit in effect on such distribution date, not to exceed the monthly equivalent of an annual rate of 7.0% of the restated stock price of REIT SharesDividend Period;
(iv) fourth, to redeem REIT Shares pursuant to, and subject pay distributions to the limitations under, the General Partner’s Share Redemption Program as holders of Common Stock in effect on the Date an annual amount up to $0.30 per outstanding share of IssuanceCommon Stock;
(v) fifth, to repay principal the extent necessary for the Company to maintain its qualification as a REIT under the Code, to pay additional PIK Dividends on the shares of Indebtedness until Series D Preferred Stock and any other similar amount with respect to shares of Parity Stock (to the Senior Loan-to-Value Ratio of extent required by the Portfolio is equal to or less than fifty percent (50%terms thereof);
(vi) sixth, to repurchase the extent that the Company has exhausted any available credit facility entered into in accordance with the Series D Preferred Units until Terms, up to $10,000,000 per annum to fund a working capital reserve (the Semi-Annual Repurchase has been made“General Reserve Account” and any funds deposited into the General Reserve Account pursuant to this clause (vi) being referred to herein as the “General Reserve Funds”), if so required which General Reserve Funds will be held and applied in accordance with Section 11 of this Schedule 2 and Section 32 of the Articles Supplementary;
(vii) seventh, to the extent not already distributed pursuant to Section 5(b2(a)(v), to pay PIK Dividends to the holders of Series D Preferred Stock and to pay any other similar amount with respect to shares of Parity Stock (to the extent required by the terms thereof); and
(viiviii) thereafter, to invest in new properties and for other general partnership purposes. Notwithstanding that Net Operating Cash Flow may be distributed more frequently than annually, Net to the holders of Common Stock or to be retained by the Operating Cash Flow shall be ultimately determined on an annual basis, based upon the annual audited financial statements (i) of the General Partner as long as the Partnership’s financial results are consolidated with and into the financial results of the General Partner and (ii) the Partnership if the Partnership’s financial results are not consolidated with and into the financial results of the General Partner.
Appears in 1 contract
Samples: Corporate Governance (Landmark Apartment Trust of America, Inc.)
Distributions of Net Operating Cash Flow. Notwithstanding any provisions Except as otherwise provided in the Partnership Agreement to the contrarySection 2(g), the Partnership Company shall distribute or use, and the General Partner hereby covenant and agree thatshall cause its Component Entities to distribute or use, for as long as any Preferred Units are outstanding and a Cash Flow Sweep Event (as defined below) has not occurred and is not continuing, (i) Net Operating Cash Flow for each fiscal year (or part thereof) of the Partnership shall be distributed not less frequently than monthly and (ii) all Net Operating Cash Flow in any fiscal quarter shall be distributed or utilized by the Partnership as follows:
(i) first, to pay all accrued and unpaid Distributions on Miscellaneous Amounts to the holders of Series E Preferred Units (plus accrued interest thereon Stock pursuant to Section 3(b)4 hereof and any Miscellaneous Amounts to holders of Parity Stock (to the extent required by the terms thereof) (such payments to be made pro rata based on the Miscellaneous Amounts owed to such holders in the event that Net Operating Cash Flows are insufficient to pay all such amounts due);
(ii) second, to pay Distributions all accrued and unpaid Current Dividends on the Series E Preferred Units Stock and any accrued and unpaid dividends on Parity Stock (to the extent required by the terms thereof) for the current Distribution Periodall past Dividend Periods;
(iii) third, to pay distributions all Current Dividends on Common Units in a monthly amount equal the Series E Preferred Stock and any current dividends on the Parity Stock (to the extent required by the terms thereof) for the current distribution rate per Common Unit in effect on such distribution date, not to exceed the monthly equivalent of an annual rate of 7.0% of the restated stock price of REIT SharesDividend Period;
(iv) fourth, to redeem REIT Shares pursuant to, and subject pay distributions to the limitations under, the General Partner’s Share Redemption Program as holders of Common Stock in effect on the Date an annual amount up to $0.30 per outstanding share of IssuanceCommon Stock;
(v) fifth, to repay principal the extent necessary for the Company to maintain its qualification as a REIT under the Code, to pay additional PIK Dividends on the shares of Indebtedness until Series E Preferred Stock and any other similar amount with respect to shares of Parity Stock (to the Senior Loan-to-Value Ratio of extent required by the Portfolio is equal to or less than fifty percent (50%terms thereof);
(vi) sixth, to repurchase the extent that the Company has exhausted any available credit facility entered into in accordance with the Series E Preferred Units until Terms, up to $10,000,000 per annum to fund a working capital reserve (the Semi-Annual Repurchase has been made“General Reserve Account”, if so required and any funds deposited into the General Reserve Account pursuant to this clause (vi) being referred to herein as the “General Reserve Funds”), which General Reserve Funds will be held and applied in accordance with Section 11 of this Schedule 3 and Section 32 of the Series E Articles Supplementary;
(vii) seventh, to the extent not already distributed pursuant to Section 5(b2(a)(v), to pay PIK Dividends to the holders of Series E Preferred Stock and to pay any other similar amount with respect to shares of Parity Stock (to the extent required by the terms thereof); and
(viiviii) thereafter, to invest in new properties and for other general partnership purposes. Notwithstanding that Net Operating Cash Flow may be distributed more frequently than annually, Net to the holders of Common Stock or to be retained by the Operating Cash Flow shall be ultimately determined on an annual basis, based upon the annual audited financial statements (i) of the General Partner as long as the Partnership’s financial results are consolidated with and into the financial results of the General Partner and (ii) the Partnership if the Partnership’s financial results are not consolidated with and into the financial results of the General Partner.
Appears in 1 contract
Samples: Corporate Governance (Landmark Apartment Trust of America, Inc.)