Common use of PREFERENTIAL DISTRIBUTIONS Clause in Contracts

PREFERENTIAL DISTRIBUTIONS. Except for the First Distribution Payment as provided in Section 3.2 below, the holders of the Class C OP Units are entitled to receive, when as determined by the General Partner, quarterly distributions of $0.5575 per Class C OP Unit (the "Preferential Distribution"). The distribution on the Class C OP Units shall be non-cumulative. The Class C OP Unit distribution is subject to adjustment as determined by the General Partner as equitably required in the event that there is any change in the units of limited partnership of the Partnership or exchange of such units of limited partnership for a different number or kind of units or other partnership interests of the Partnership by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, subdivision or consolidation of such units, change in partnership structure or other event which results in a similar change in the equity position of a holder of Class C OP Units (such an event a "Reclassification"). The right of a holder of a Class C OP Unit to receive the Preferential Distribution shall terminate upon the earlier to occur of (i) the exchange of the Class C OP Unit into share(s) of common stock of the Company (an "Exchange Termination Event") and (ii) the payment of a quarterly distribution per OP Unit of at least $0.5575 per unit, as adjusted to reflect a Reclassification (a "Preferential Distribution Termination Event," and together with an Exchange Termination Event, a "Termination Event"). Upon a Preferential Distribution Termination Event, the affected Class C OP Units shall automatically convert to OP Units as described to Section 5.1, provided however, a Preferential Distribution Termination Event shall not by itself terminate such unit's associated Contingent Value Right (as defined in Section 4). While any Class C OP Units are issued and outstanding, the General Partner shall not pay any quarterly distribution in accordance with Section 5.1 of the Agreement with respect to any class of OP Unit that is junior in rank with regard to the payment of distributions pursuant to Section 5.1 of the Agreement prior to the declaration and payment of the Preferential Distribution with regard to any issued and outstanding Class C OP Unit. The Class C OP Units shall rank pari passu with respect to distributions with the Class D OP Units.

PREFERENTIAL DISTRIBUTIONS. Except for the First Distribution Payment as provided in Section 3.2 5.2 below, the holders of the Class Series C OP Units are entitled to receive, when and as determined by the General Partner, quarterly distributions of $0.5575 per Class Series C OP Unit (the "Preferential Distribution"). The distribution on the Class Series C OP Units shall be non-cumulative. The Class Series C OP Unit distribution is subject to adjustment as determined by the General Partner as equitably required in the event that there is any change in the units of limited partnership of the Partnership or exchange of such units of limited partnership for a different number or kind of units or other partnership interests of the Partnership by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, subdivision or consolidation of such units, change in partnership structure or other event which results in a similar change in the equity position of a holder of Class Series C OP Units (such an event a "Reclassification"). The right of a holder of a Class Series C OP Unit to receive the Preferential Distribution shall terminate upon the earlier to occur of (i) the exchange redemption of the Class Series C OP Unit into share(s) of common stock under Section 7.5 of the Company Agreement (an a "Exchange Redemption Termination Event") and (ii) the payment of a quarterly distribution per OP Common Unit of at least $0.5575 per unit, as adjusted to reflect a Reclassification (a "Preferential Distribution Termination Event," and together with an Exchange a Redemption Termination Event, a "Termination Event"). Upon a Preferential Distribution Termination Event, the affected Class Series C OP Units shall automatically convert to OP Common Units as described to Section 5.1, provided however, a Preferential Distribution Termination Event shall not by itself terminate such unit's associated Contingent Value Right (as defined in Section 4)6 below. While any Class Series C OP Units are issued and outstanding, the General Partner shall not pay any quarterly distribution in accordance with Section 5.1 5.3 of the Agreement with respect to any class of OP Common Unit that is junior in rank with regard to the payment of distributions pursuant to Section 5.1 5.3 of the Agreement prior to the declaration and payment of the Preferential Distribution with regard to any issued and outstanding Class Series C OP Unit. The Class C OP Units shall rank pari passu with respect to distributions with the Class D OP Units.

PREFERENTIAL DISTRIBUTIONS. Except for the First Distribution Payment as provided in Section 3.2 below, the holders of the Class C OP Units are entitled to receive, when as determined by the General Partner, quarterly distributions of $0.5575 per Class C OP Unit (the "Preferential Distribution"). The distribution on the Class C OP Units shall be non-cumulative. The Class C OP Unit distribution is subject to adjustment as determined by the General Partner as equitably required in the event that there is any change in the units of limited partnership of the Partnership or exchange of such units of limited partnership for a different number or kind of units or other partnership interests of the Partnership by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, subdivision or consolidation of such units, change in partnership structure or other event which results in a similar change in the equity position of a holder of Class C OP Units (such an event a "Reclassification"). The right of a holder of a Class C OP Unit to receive the Preferential Distribution shall terminate upon the earlier to occur of (i) the exchange of the Class C OP Unit into share(s) of common stock of the Company (an "Exchange Termination Event") and (ii) the payment of a quarterly distribution per OP Unit of at least $0.5575 per unit, as adjusted to reflect a Reclassification (a "Preferential Distribution Termination Event," and together with an Exchange Termination Event, a "Termination Event"). Upon a Preferential Distribution Termination Event, the affected Class C OP Units shall automatically convert to OP Units as described to in Section 5.1, provided however, a Preferential Distribution Termination Event shall not by itself terminate such unit's associated Contingent Value Right (as defined in Section 4). While any Class C OP Units are issued and outstanding, the General Partner shall not pay any quarterly distribution in accordance with Section 5.1 of the Agreement with respect to any class of OP Unit that is junior in rank with regard to the payment of distributions pursuant to Section 5.1 of the Agreement prior to the declaration and payment of the Preferential Distribution with regard to any issued and outstanding Class C OP Unit. The Class C OP Units shall rank pari passu with respect to distributions with the Class D OP Units.

PREFERENTIAL DISTRIBUTIONS. Except for the First Distribution Payment as provided in Section 3.2 5.2 below, the holders of the Class Series C OP Units are entitled to receive, when and as determined by the General Partner, quarterly distributions of $0.5575 per Class Series C OP Unit (the "Preferential Distribution"). The distribution on the Class Series C OP Units shall be non-cumulative. The Class Series C OP Unit distribution is subject to adjustment as determined by the General Partner as equitably required in the event that there is any change in the units of limited partnership of the Partnership or exchange of such units of limited partnership for a different number or kind of units or other partnership interests of the Partnership by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, subdivision or consolidation of such units, change in partnership structure or other event which results in a similar change in the equity position of a holder of Class Series C OP Units (such an event a "Reclassification"). The right of a holder of a Class Series C OP Unit to receive the Preferential Distribution shall terminate upon the earlier to occur of (i) the exchange redemption of the Class Series C OP Unit into share(s) of common stock under Section 7.5 of the Company Agreement (an a "Exchange Redemption Termination Event") and (ii) the payment of a quarterly distribution per OP Common Unit of at least $0.5575 per unit, as adjusted to reflect a Reclassification (a "Preferential Distribution Termination Event," and together with an Exchange a Redemption Termination Event, a "Termination Event"). Upon a Preferential Distribution Termination Event, the affected Class Series C OP Units shall automatically convert to OP Common Units as described to Section 5.1, provided however, a Preferential Distribution Termination Event shall not by itself terminate such unit's associated Contingent Value Right (as defined in Section 4)6 below. While any Class Series C OP Units are issued and outstanding, the General Partner shall not pay any quarterly distribution in accordance with Section 5.1 5.3 of the Agreement with respect to any class of OP Common Unit that is junior in rank with regard to the payment of distributions pursuant to Section 5.1 5.3 of the Agreement prior to the declaration and payment of the Preferential Distribution (or, with respect to the payment of such distributions with respect to the quarter in which the MeriStar Merger closes, the First Distribution Payment) with regard to any issued and outstanding Class Series C OP Unit. The Class C OP Units shall rank pari passu with respect to distributions with the Class D OP Units.