Common use of Nonliquidating Distributions Clause in Contracts

Nonliquidating Distributions. (a) Holders of the Class B Contingent Units shall be entitled to receive, if and when and as authorized by the General Partner, and declared by the Partnership out of funds of the Partnership legally available for payment, and only if a regular quarterly cash distribution shall have been declared by the General Partner with respect to the OP Units (as described in Section 17.04(c) below), non-cumulative quarterly cash distributions (“Regular Class B Cash Distributions”) per Class B Contingent Unit equal to: (i) from the Effective Date through December 31, 2014, 0.375% per quarter of the Class B Contingent Base Amount, (ii) from January 1, 2015 through December 31, 2015, 0.75% per quarter of the Class B Contingent Base Amount and (iii) thereafter, 1.125% per quarter of the Class B Contingent Base Amount. Distributions with respect to Class B Contingent Units shall not be cumulative. Any Regular Class B Cash Distribution shall be payable quarterly, on the regular quarterly OP Unit distribution date. Any Distributions paid with respect to Class B Contingent Units will be payable in arrears to holders of record of the Class B Contingent Units as they appear on the records of the Partnership at the close of business on the applicable Partnership Record Date. No interest, or sum of money in lieu of interest, shall be payable in lieu of any distribution payment or payments on Class B Contingent Units. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of Holders of Partnership Units whose preferential rights are superior to those receiving the distribution. (c) Unless full distributions on Class B Contingent Units with respect to a particular quarter have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for the then current distribution period, no distributions (other than in OP Units) shall be declared or paid or set aside for payment for such quarter upon any OP Units, LTIP Units or other Partnership Units ranking junior to Class B Contingent Units with respect to distribution rights or rights upon liquidation, dissolution or winding up of the Partnership for such quarter. Holders of Class B Contingent Units shall not be entitled to any distribution (other than distributions in connection with a dissolution and liquidation of the Partnership pursuant to Article XIII), whether payable in cash, property or stock, in excess of the non-cumulative distributions on Class B Contingent Units as provided above.

Nonliquidating Distributions. (a) Holders of the Class B Contingent Units shall be entitled to receive, if and when and as authorized by the General Partner, and declared by the Partnership out of funds of the Partnership legally available for payment, and only if a regular quarterly cash distribution shall have been declared by the General Partner with respect to the OP Units (as described in Section 17.04(c) below)Units, non-cumulative quarterly cash distributions (“Regular Class B Cash DistributionsDistribution”) per Class B Contingent Unit equal to: (i) from the Effective Date through December 31, 2014, to 0.375% per quarter of the Class B Contingent Base Amount. Notwithstanding the foregoing, (ii) from January 1, 2015 through December 31, 2015, 0.75% per quarter of if the General Partner shall authorize and declare a Regular Class B Contingent Base Amount and (iii) thereafterCash Distribution, 1.125% per quarter the amount of the such Regular Class B Contingent Base AmountCash Distribution for that particular quarterly period shall be reduced, but not below zero, by the amount of any excess of Consolidated Distributions over Consolidated AFFO for such quarterly period. Distributions with respect to Class B Contingent Units shall not be cumulative. Any Regular Class B Cash Distribution shall be payable quarterly, on the regular quarterly OP Unit distribution dateDistribution Date. Any Distributions paid with respect to Class B Contingent Units will be payable in arrears to holders of record of the Class B Contingent Units as they appear on the records of the Partnership at the close of business on the applicable Partnership Record Date. No interest, or sum of money in lieu of interest, shall be payable in lieu of any distribution payment or payments on Class B Contingent Units. The express purpose of the reduction of the Regular Class B Cash Distribution described above is to subordinate the Regular Class B Cash Distribution to distributions with respect to OP Units to the extent necessary to insure that the Parent’s distribution payout ratio to Consolidated AFFO does not exceed 100%. In the event of any such reduction in the Regular Class B Cash Distribution, such reduction shall not be recoverable by the holders of Class B Contingent Units in later periods but shall be forever forfeited. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of Holders of Partnership Units whose preferential rights are superior to those receiving the distribution. (c) Unless full distributions on Class B Contingent Units with respect to a particular quarter have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for the then current distribution period, no distributions (other than in OP Units) shall be declared or paid or set aside for payment for such quarter upon any OP Units, LTIP Units or other Partnership Units ranking junior to Class B Contingent Units with respect to distribution rights or rights upon liquidation, dissolution or winding up of the Partnership for such quarter. Holders of Class B Contingent Units shall not be entitled to any distribution (other than distributions in connection with a dissolution and liquidation of the Partnership pursuant to Article XIII), whether payable in cash, property or stock, in excess of the non-cumulative distributions on Class B Contingent Units as provided above.

Nonliquidating Distributions. Except as otherwise provided in Sections 5 and 6 of this Partnership Unit Designation: (a) Holders of the Class B Contingent Series C Preferred Units shall be entitled to receive, if and when and as authorized by the General Partner, Partner and declared by the Partnership out of funds of the Partnership legally available for payment, and only if preferential cumulative cash distributions at the rate of 6.00% per annum of the $25.00 liquidation preference per Series C Preferred Unit, equivalent to a regular quarterly cash distribution fixed annual amount of $1.50 per Series C Preferred Unit. Distributions on the Series C Preferred Units shall be cumulative from (but excluding) the last day of the Parent’s most recent dividend period for which dividends have been declared paid by the Parent or, if no dividends have been paid by the Parent, from the date of issuance and shall be payable monthly in arrears on or about the fifth day of each month for dividends accrued the previous month, or such other date as designated by the General Partner with respect to Partner. Any distribution payable on the OP Series C Preferred Units (as described in Section 17.04(c) below), nonfor any distribution period will be computed on the basis of a 360-cumulative quarterly cash distributions (“Regular Class B Cash Distributions”) per Class B Contingent Unit equal to: (i) from the Effective Date through December 31, 2014, 0.375% per quarter day year consisting of the Class B Contingent Base Amount, (ii) from January 1, 2015 through December 31, 2015, 0.75% per quarter of the Class B Contingent Base Amount and (iii) thereafter, 1.125% per quarter of the Class B Contingent Base Amounttwelve 30-day months. Distributions with respect to Class B Contingent Units shall not be cumulative. Any Regular Class B Cash Distribution shall be payable quarterly, on the regular quarterly OP Unit distribution date. Any Distributions paid with respect to Class B Contingent Units will be payable in arrears to holders of record of the Class B Contingent Units as they appear on in the records of the Partnership at the close of business on the applicable record date, which shall be such date designated by the General Partner that is prior to the applicable distribution payment date. (b) No distribution on Series C Preferred Units shall be authorized by the General Partner or declared or paid or set apart for payment by the Partnership Record Dateat such time as the terms and provisions of any agreement of the General Partner, the Parent or the Partnership, including any agreement relating to the indebtedness of any of them, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing, distributions on Series C Preferred Units will accrue whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions, whether or not such distributions are declared and whether or not such distributions are prohibited by agreement. Except as set forth in the next sentence, no distributions will be declared or paid or set apart for payment on Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on Series C Preferred Units for all past distribution periods and the then current distribution period. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon Series C Preferred Units and other Preferred Parity Units, all distributions declared upon Series C Preferred Units and other Preferred Parity Units shall be declared pro rata so that the amount of distributions declared per Series C Preferred Unit and other Preferred Parity Unit shall in all cases bear to each other the same ratio that accumulated distributions per Series C Preferred Unit and other Preferred Parity Unit (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods with respect to any Preferred Parity Units that are not entitled to cumulative distributions) bear to each other. (d) Except as provided in the immediately preceding paragraph, unless full cumulative distributions on Series C Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) shall be declared or paid or set aside for payment upon any Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, nor shall any Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) by the Partnership (except (i) by conversion into or exchange for OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights and rights upon liquidation of the Partnership, (ii) in connection with the redemption, purchase or acquisition of equity securities under incentive, benefit or share purchase plans of the Parent for officers, directors or employees or others performing or providing similar services, or (iii) by other redemption, purchase or acquisition of such equity securities by the Parent for the purpose of preserving the Parent’s ability to qualify to be taxed as a REIT). Nothing in this paragraph shall be construed to prohibit the Parent from acquiring OP Units pursuant to Section 8.06(b) of the Partnership Agreement. (e) Holders of Series C Preferred Units shall not be entitled to any distribution in excess of full cumulative distributions on Series C Preferred Units as provided above. Any distribution made on Series C Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such shares which remains payable. No interest, or sum of money in lieu of interest, shall be payable in lieu respect of any distribution payment or payments on Class B Contingent UnitsSeries C Preferred Units which may be in arrears. (bf) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved liquidated at the time of the distribution, to satisfy the preferential rights upon distribution of Holders holders of Partnership Units whose preferential rights are superior to those receiving the distribution. (cg) Unless full This Section 4 is intended to provide the Holder of a Series C Preferred Unit with the same entitlement to periodic distributions on Class B Contingent Units with respect to per Series C Preferred Unit as a particular quarter have been or contemporaneously are declared holder of a share of 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share, of the Parent (“Series C Preferred Stock”) and paid or declared and a sum sufficient for the payment thereof is set apart for payment for the then current distribution period, no distributions (other than in OP Units) shall be declared or paid or set aside for payment for such quarter upon any OP Units, LTIP Units or other Partnership Units ranking junior to Class B Contingent Units with respect to distribution rights or rights upon liquidation, dissolution or winding up of the Partnership for such quarter. Holders of Class B Contingent Units shall not be entitled to any distribution (other than distributions in connection with a dissolution and liquidation of the Partnership pursuant to Article XIII), whether payable in cash, property or stock, in excess of the non-cumulative distributions on Class B Contingent Units as provided aboveinterpreted consistently therewith.

Nonliquidating Distributions. Except as otherwise provided in Sections 5 and 6 of this Partnership Unit Designation: (a) Holders of the Class B Contingent Series F Preferred Units shall be entitled to receive, if and when and as authorized by the General Partner, Partner and declared by the Partnership out of funds of the Partnership legally available for payment, and only if preferential cumulative cash distributions at the rate of 6.00% per annum of the $25.00 liquidation preference per Series F Preferred Unit (equivalent to a regular quarterly cash distribution fixed annual amount of $1.50 per Series F Preferred Unit). Distributions on the Series F Preferred Units shall be cumulative from (but excluding) the last day of the Parent’s most recent dividend period for which dividends have been declared paid by the Parent or, if no dividends have been paid by the Parent, from the date of issuance and shall be payable monthly in arrears on or about the 5th day of each month for dividends accrued the previous month, or such other date as designated by the General Partner with respect to Partner. Any distribution payable on the OP Series F Preferred Units (as described in Section 17.04(c) below), nonfor any distribution period will be computed on the basis of a 360-cumulative quarterly cash distributions (“Regular Class B Cash Distributions”) per Class B Contingent Unit equal to: (i) from the Effective Date through December 31, 2014, 0.375% per quarter day year consisting of the Class B Contingent Base Amount, (ii) from January 1, 2015 through December 31, 2015, 0.75% per quarter of the Class B Contingent Base Amount and (iii) thereafter, 1.125% per quarter of the Class B Contingent Base Amounttwelve 30-day months. Distributions with respect to Class B Contingent Units shall not be cumulative. Any Regular Class B Cash Distribution shall be payable quarterly, on the regular quarterly OP Unit distribution date. Any Distributions paid with respect to Class B Contingent Units will be payable in arrears to holders of record of the Class B Contingent Units as they appear on in the records of the Partnership at the close of business on the applicable record date, which shall be such date designated by the General Partner that is prior to the applicable distribution payment date. (b) No distribution on Series F Preferred Units shall be authorized by the General Partner or declared or paid or set apart for payment by the Partnership Record Dateat such time as the terms and provisions of any agreement of the General Partner, the Parent or the Partnership, including any agreement relating to the indebtedness of any of them, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing, distributions on Series F Preferred Units will accrue whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions, whether or not such distributions are declared and whether or not such distributions are prohibited by agreement. Except as set forth in the next sentence, no distributions will be declared or paid or set apart for payment on Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on Series F Preferred Units for all past distribution periods and the then current distribution period. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon Series F Preferred Units and other Preferred Parity Units, all distributions declared upon Series F Preferred Units and other Preferred Parity Units shall be declared pro rata so that the amount of distributions declared per Series F Preferred Unit and other Preferred Parity Unit shall in all cases bear to each other the same ratio that accumulated distributions per Series F Preferred Unit and other Preferred Parity Unit (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods with respect to any Preferred Parity Units that are not entitled to cumulative distributions) bear to each other. (d) Except as provided in the immediately preceding paragraph, unless full cumulative distributions on Series F Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in OP Units or other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) shall be declared or paid or set aside for payment upon any Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, nor shall any Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) by the Partnership (except (i) by conversion into or exchange for OP Units or other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights and rights upon liquidation of the Partnership, (ii) in connection with the redemption, purchase or acquisition of equity securities under incentive, benefit or share purchase plans of the Parent for officers, directors or employees or others performing or providing similar services, or (iii) by other redemption, purchase or acquisition of such equity securities by the Parent for the purpose of preserving the Parent’s ability to qualify to be taxed as a REIT). Nothing in this paragraph shall be construed to prohibit the Parent from acquiring OP Units pursuant to Section 8.06(b) of the Partnership Agreement. (e) Holders of Series F Preferred Units shall not be entitled to any distribution in excess of full cumulative distributions on Series F Preferred Units as provided above. Any distribution made on Series F Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such shares which remains payable. No interest, or sum of money in lieu of interest, shall be payable in lieu respect of any distribution payment or payments on Class B Contingent UnitsSeries F Preferred Units which may be in arrears. (bf) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved liquidated at the time of the distribution, to satisfy the preferential rights upon distribution of Holders holders of Partnership Units whose preferential rights are superior to those receiving the distribution. (cg) Unless full This Section 4 is intended to provide the Holder of a Series F Preferred Unit with the same entitlement to periodic distributions on Class B Contingent Units with respect to per Series F Preferred Unit as a particular quarter have been or contemporaneously are declared holder of a share of 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share, of the Parent (“Series F Preferred Stock”) and paid or declared and a sum sufficient for the payment thereof is set apart for payment for the then current distribution period, no distributions (other than in OP Units) shall be declared or paid or set aside for payment for such quarter upon any OP Units, LTIP Units or other Partnership Units ranking junior to Class B Contingent Units with respect to distribution rights or rights upon liquidation, dissolution or winding up of the Partnership for such quarter. Holders of Class B Contingent Units shall not be entitled to any distribution (other than distributions in connection with a dissolution and liquidation of the Partnership pursuant to Article XIII), whether payable in cash, property or stock, in excess of the non-cumulative distributions on Class B Contingent Units as provided aboveinterpreted consistently therewith.

Nonliquidating Distributions. Except as otherwise provided in Sections 5 and 6 of this Partnership Unit Designation: (a) Holders of the Class Series B Contingent Preferred Units shall be entitled to receive, if and when and as authorized by the General Partner, Partner and declared by the Partnership out of funds of the Partnership legally available for payment, and only if preferential cumulative cash distributions at the rate of 6.00% per annum of the $25.00 liquidation preference per Series B Preferred Unit, equal to a regular quarterly cash distribution fixed annual amount of $1.50 per Series B Preferred Unit. Distributions on the Series B Preferred Units shall be cumulative from (but excluding) the last day of the Parent’s most recent dividend period for which dividends have been declared paid by the Parent or, if no dividends have been paid by the Parent, from the date of issuance and shall be payable monthly in arrears on such date as designated by the General Partner with respect to Partner. Any distribution payable on the OP Series B Preferred Units (as described in Section 17.04(c) below), nonfor any distribution period will be computed on the basis of a 360-cumulative quarterly cash distributions (“Regular Class B Cash Distributions”) per Class B Contingent Unit equal to: (i) from the Effective Date through December 31, 2014, 0.375% per quarter day year consisting of the Class B Contingent Base Amount, (ii) from January 1, 2015 through December 31, 2015, 0.75% per quarter of the Class B Contingent Base Amount and (iii) thereafter, 1.125% per quarter of the Class B Contingent Base Amounttwelve 30-day months. Distributions with respect to Class B Contingent Units shall not be cumulative. Any Regular Class B Cash Distribution shall be payable quarterly, on the regular quarterly OP Unit distribution date. Any Distributions paid with respect to Class B Contingent Units will be payable in arrears to holders of record of the Class B Contingent Units as they appear on in the records of the Partnership at the close of business on the applicable record date, which shall be such date designated by the General Partner that is prior to the applicable distribution payment date. (b) No distribution on Series B Preferred Units shall be authorized by the General Partner or declared or paid or set apart for payment by the Partnership Record Dateat such time as the terms and provisions of any agreement of the General Partner, the Parent or the Partnership, including any agreement relating to the indebtedness of any of them, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing, distributions on Series B Preferred Units will accrue whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions, whether or not such distributions are declared and whether or not such distributions are prohibited by agreement. Except as set forth in the next sentence, no distributions will be declared or paid or set apart for payment on Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on Series B Preferred Units for all past distribution periods and the then current distribution period. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon Series B Preferred Units and other Preferred Parity Units, all distributions declared upon Series B Preferred Units and other Preferred Parity Units shall be declared pro rata so that the amount of distributions declared per Series B Preferred Unit and other Preferred Parity Unit shall in all cases bear to each other the same ratio that accumulated distributions per Series B Preferred Unit and other Preferred Parity Unit (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods with respect to any Preferred Parity Units that are not entitled to cumulative distributions) bear to each other. (d) Except as provided in the immediately preceding paragraph, unless full cumulative distributions on Series B Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) shall be declared or paid or set aside for payment upon any Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, nor shall any Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) by the Partnership (except (i) by conversion into or exchange for OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights and rights upon liquidation of the Partnership, (ii) in connection with the redemption, purchase or acquisition of equity securities under incentive, benefit or share purchase plans of the Parent for officers, directors or employees or others performing or providing similar services, or (iii) by other redemption, purchase or acquisition of such equity securities by the Parent for the purpose of preserving the Parent’s ability to qualify to be taxed as a REIT). Nothing in this paragraph shall be construed to prohibit the Parent from acquiring OP Units pursuant to Section 8.06(b) of the Partnership Agreement. (e) Holders of Series B Preferred Units shall not be entitled to any distribution in excess of full cumulative distributions on Series B Preferred Units as provided above. Any distribution made on Series B Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such shares which remains payable. No interest, or sum of money in lieu of interest, shall be payable in lieu respect of any distribution payment or payments on Class Series B Contingent UnitsPreferred Units which may be in arrears. (bf) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved liquidated at the time of the distribution, to satisfy the preferential rights upon distribution of Holders holders of Partnership Units whose preferential rights are superior to those receiving the distribution. (cg) Unless full This Section 4 is intended to provide the Holder of a Series B Preferred Unit with the same entitlement to periodic distributions on Class per Series B Contingent Units with respect to Preferred Unit as a particular quarter have been or contemporaneously are declared holder of a share of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share, of the Parent (“Series B Preferred Stock”) and paid or declared and a sum sufficient for the payment thereof is set apart for payment for the then current distribution period, no distributions (other than in OP Units) shall be declared or paid or set aside for payment for such quarter upon any OP Units, LTIP Units or other Partnership Units ranking junior to Class B Contingent Units with respect to distribution rights or rights upon liquidation, dissolution or winding up of the Partnership for such quarter. Holders of Class B Contingent Units shall not be entitled to any distribution (other than distributions in connection with a dissolution and liquidation of the Partnership pursuant to Article XIII), whether payable in cash, property or stock, in excess of the non-cumulative distributions on Class B Contingent Units as provided aboveinterpreted consistently therewith.

Nonliquidating Distributions. Except as otherwise provided in Sections 5 and 6 of this Partnership Unit Designation: (a) Holders of the Class Series B Contingent Preferred Units shall be entitled to receive, if and when and as authorized by the General Partner, Partner and declared by the Partnership out of funds of the Partnership legally available for payment, and only if preferential cumulative cash distributions at the rate of 6.00% per annum of the $25.00 liquidation preference per Series B Preferred Unit, equal to a regular quarterly cash distribution fixed annual amount of $1.50 per Series B Preferred Unit. Distributions on the Series B Preferred Units shall be cumulative from (but excluding) the last day of the Parent’s most recent dividend period for which dividends have been declared paid by the General Partner with respect to Parent or, if no dividends have been paid by the OP Units (as described in Section 17.04(c) below)Parent, non-cumulative quarterly cash distributions (“Regular Class B Cash Distributions”) per Class B Contingent Unit equal to: (i) from the Effective Date through December 31, 2014, 0.375% per quarter date of the Class B Contingent Base Amount, (ii) from January 1, 2015 through December 31, 2015, 0.75% per quarter of the Class B Contingent Base Amount issuance and (iii) thereafter, 1.125% per quarter of the Class B Contingent Base Amount. Distributions with respect to Class B Contingent Units shall not be cumulative. Any Regular Class B Cash Distribution shall be payable quarterly, monthly in arrears on or before the last Business Day of each month. Any distribution payable on the regular quarterly OP Unit Series B Preferred Units for any distribution dateperiod will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any Distributions paid with respect to Class B Contingent Units will be payable in arrears to holders of record of the Class B Contingent Units as they appear on in the records of the Partnership at the close of business on the applicable record date, which shall be such date designated by the General Partner that is not more than 20 nor less than seven days prior to the applicable distribution payment date. (b) No distribution on Series B Preferred Units shall be authorized by the General Partner or declared or paid or set apart for payment by the Partnership Record Dateat such time as the terms and provisions of any agreement of the General Partner, the Parent or the Partnership, including any agreement relating to the indebtedness of any of them, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing, distributions on Series B Preferred Units will accrue whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions, whether or not such distributions are declared and whether or not such distributions are prohibited by agreement. Except as set forth in the next sentence, no distributions will be declared or paid or set apart for payment on Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on Series B Preferred Units for all past distribution periods and the then current distribution period. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon Series B Preferred Units and other Preferred Parity Units, all distributions declared upon Series B Preferred Units and other Preferred Parity Units shall be declared pro rata so that the amount of distributions declared per Series B Preferred Unit and other Preferred Parity Unit shall in all cases bear to each other the same ratio that accumulated distributions per Series B Preferred Unit and other Preferred Parity Unit (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods with respect to any Preferred Parity Units that are not entitled to cumulative distributions) bear to each other. (d) Except as provided in the immediately preceding paragraph, unless full cumulative distributions on Series B Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) shall be declared or paid or set aside for payment upon any Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, nor shall any Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) by the Partnership (except (i) by conversion into or exchange for OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights and rights upon liquidation of the Partnership, (ii) in connection with the redemption, purchase or acquisition of equity securities under incentive, benefit or share purchase plans of the Parent for officers, directors or employees or others performing or providing similar services, or (iii) by other redemption, purchase or acquisition of such equity securities by the Parent for the purpose of preserving the Parent’s ability to qualify to be taxed as a REIT). Nothing in this paragraph shall be construed to prohibit the Parent from acquiring OP Units pursuant to Section 8.06(b) of the Partnership Agreement. (e) Holders of Series B Preferred Units shall not be entitled to any distribution in excess of full cumulative distributions on Series B Preferred Units as provided above. Any distribution made on Series B Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such shares which remains payable. No interest, or sum of money in lieu of interest, shall be payable in lieu respect of any distribution payment or payments on Class Series B Contingent UnitsPreferred Units which may be in arrears. (bf) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be dissolved liquidated at the time of the distribution, to satisfy the preferential rights upon distribution of Holders holders of Partnership Units whose preferential rights are superior to those receiving the distribution. (cg) Unless full This Section 4 is intended to provide the Holder of a Series B Preferred Unit with the same entitlement to periodic distributions on Class per Series B Contingent Units with respect to Preferred Unit as a particular quarter have been or contemporaneously are declared holder of a share of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share, of the Parent (“Series B Preferred Stock”) and paid or declared and a sum sufficient for the payment thereof is set apart for payment for the then current distribution period, no distributions (other than in OP Units) shall be declared or paid or set aside for payment for such quarter upon any OP Units, LTIP Units or other Partnership Units ranking junior to Class B Contingent Units with respect to distribution rights or rights upon liquidation, dissolution or winding up of the Partnership for such quarter. Holders of Class B Contingent Units shall not be entitled to any distribution (other than distributions in connection with a dissolution and liquidation of the Partnership pursuant to Article XIII), whether payable in cash, property or stock, in excess of the non-cumulative distributions on Class B Contingent Units as provided aboveinterpreted consistently therewith.