Common use of Priority as to Distributions Clause in Contracts

Priority as to Distributions. So long as any Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, "Units Junior to Series E"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series E, unless, in each case, all distributions accumulated on all Series E Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolution, (b) the conversion of Units Junior to Series E or Series E Parity Preferred Units into Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any Series E Preferred Shares (as hereinafter defined), Parity Preferred Shares (as such term is defined in the Charter) or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 of the Declaration of Trust of the General Partner (the "Charter") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 of the Charter.

Priority as to Distributions. So long as any Series E F Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E F Preferred Units (collectively, "Units Junior to Series EUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E F Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E F Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionJunior Units, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units ranking junior to the Series E F Preferred Units as to distributions and upon liquidation, winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any Series E F Preferred Shares (as hereinafter defined), Parity Preferred Shares (as such term is defined in the Declaration of Trust of the General Partner, as supplemented (the "Charter) ")), or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 of the Declaration of Trust of the General Partner (the "Charter") Charter to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 of the Charter.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E B Preferred Units (collectively, "Units Junior to Series EUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E B Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E B Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in fullfull or a sum sufficient for such full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionJunior Units, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and rights upon the voluntary or involuntary liquidation, winding-up or dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to any Series E B Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) with respect to distributions or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 VII of the Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the "Charter") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VII of the CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as defined in Section 13.3 of the Partnership Agreement). (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series B Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series B Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other. No interest or any sum of money in lieu of interest shall be payable in respect of any distribution, payment or payments on Series B Preferred Units which may be in arrears.

Priority as to Distributions. (i) So long as any Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, "Units Junior to Series E"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series E, unless, in each case, all distributions accumulated on all Series E Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolution, (b) the conversion of Units Junior to Series E or Series E Parity Preferred Units into Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any Series E Preferred Shares (as hereinafter defined), Parity Preferred Shares (as such term is defined in the Charter) or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 of the Declaration of Trust of the General Partner (the "Charter") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 of the Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series E Preferred Units, all distributions authorized and declared on the Series E Preferred Units and all classes or series of outstanding Series E Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series E Preferred Unit and such other classes or series of Series E Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series E Preferred Unit and such other classes or series of Series E Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Series E Parity Preferred Units do not have cumulative distribution rights) bear to each other.

Priority as to Distributions. (i) So long as any Series E C ---------------------------- Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior to the Series C Preferred Units as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, "Units Junior to Series EUnits"), nor shall any cash or other property be set aside for or ------------- applied to the purchase, redemption or other acquisition for consideration of any Series E C Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E C Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in classes or series of Partnership Units Interest ranking junior to the Series E C Preferred Units as to the payment of distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up or dissolutionup, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up or dissolution or up, (c) the redemption of Partnership Interests corresponding to any Series E C Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) or Junior Shares (as such term is defined in the Charter) to be purchased by Xxxxxxxx Properties Trust (the General Partner "Trust") pursuant to Article 3 VII of the Amended and ----- Restated Declaration of Trust of the General Partner Trust (the "CharterDeclaration") to preserve ----------- the General PartnerTrust's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VII of the CharterDeclaration, or (d) the purchase, redemption or other acquisition of Common Units made for the purpose of an employee incentive or benefit plan of the Partnership or any subsidiary. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other.

Priority as to Distributions. (i) So long as any Series E F Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E F Preferred Units (collectively, "Units Junior to Series EUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E F Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E F Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionJunior Units, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units ranking junior to the Series E F Preferred Units as to distributions and upon liquidation, winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any Series E F Preferred Shares (as hereinafter defined), Parity Preferred Shares (as such term is defined in the Declaration of Trust of the General Partner, as supplemented (the "Charter) ")), or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 of the Declaration of Trust of the General Partner (the "Charter") Charter to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 of the Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series F Preferred Units, all distributions authorized and declared on the Series F Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series F Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series F Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other.

Priority as to Distributions. (i) So long as any Series E D Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E D Preferred Units (collectively, "Units Junior to Series EUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E D Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E D Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in fullfull or a sum sufficient for such full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionJunior Units, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E D Preferred Units as to distributions and rights upon the voluntary or involuntary liquidation, winding-up or dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to any Series E D Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) with respect to distributions or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 VII of the Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the "Charter") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VII of the CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as such term is defined in Section 13.3 of the Partnership Agreement). (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series D Preferred Units, all distributions authorized and declared on the Series D Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series D Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series D Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other. No interest or any sum of money in lieu of interest shall be payable in respect of any distribution, payment or payments on Series D Preferred Units which may be in arrears.

Priority as to Distributions. (i) So long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest OP Units of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E A Preferred Units (collectively, "Units Junior to Series EJUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E A Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E A Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership OP Units ranking junior to the Series E A Preferred Units as to the payment of distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up or dissolutionof the Partnership, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into OP Units of the Partnership Units ranking junior to the Series E A Preferred Units as to distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up or dissolution of the Partnership, or (c) the redemption of Partnership Interests OP Units corresponding to any Series E A Preferred Shares Stock (as hereinafter defined), Parity Preferred Shares Stock (as such term is defined in the CharterSeries A Articles Supplementary) with respect to distributions or Junior Shares Stock (as such term is defined in the CharterSeries A Articles Supplementary) to be purchased by the General Partner pursuant to Article 3 VII of the Declaration of Trust of the General Partner (the "Charter") Charter to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VII of the Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series A Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series A Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E B Preferred Units (collectively, "Units Junior to Series E"“JUNIOR UNITS”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E B Preferred Units, any Series E Parity Preferred Units or any Junior Units or Rights in respect of Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E B Preferred Units and all classes and series of outstanding Series E Parity Preferred Units (or, in the event of the liquidation of the Partnership, to the extent of respective Capital Account balances of holders of such Series B Preferred Units and outstanding Parity Preferred Units in accordance with Section 13.2 of the Partnership Agreement) have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Junior Units ranking junior (or options, warrants or rights to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionsubscribe for Junior Units), (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units Interests ranking junior to the Series E B Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, winding-dissolution or winding up or dissolution of the Partnership, or (c) the redemption of Partnership Interests corresponding to any Series E B Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 VI of the Declaration of Trust of the General Partner (the "Charter"“CHARTER”) to preserve the General Partner's ’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VI of the Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series B Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series B Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other, except as would be made upon a liquidation of the Partnership and a distribution of its assets in accordance with Section 13.2 of the Partnership Agreement.

Priority as to Distributions. (i) So long as any Series E C ---------------------------- Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior to the Series C Preferred Units as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, "Units Junior to Series EUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E C Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E C Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in classes or series of Partnership Units Interest ranking junior to the Series E C Preferred Units as to the payment of distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up or dissolutionup, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up or dissolution or up, (c) the redemption of Partnership Interests corresponding to any Series E C Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner Company pursuant to Article 3 VII of the Declaration of Trust of the General Partner (the "Charter") to preserve the General PartnerCompany's status as a real estate investment trust, provided that such redemption shall be upon the same -------- ---- terms as the corresponding purchase pursuant to Article 3 VII of the CharterDeclaration of Trust, or (d) the purchase, redemption or other acquisition of Common Units made for the purpose of an employee incentive or benefit plan of the Partnership or any subsidiary. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other.

Priority as to Distributions. So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Parity Preferred Units (collectively, "Units Junior to Series EUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E C Preferred Units, any Series E Parity Preferred Units with respect to distributions or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E C Preferred Units and all classes and series of outstanding Series E Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionJunior Units, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and upon liquidationdistributions, winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any Series E C Preferred Shares (as hereinafter defined)Stock, Parity Preferred Shares (as such term is defined in the Charter) Stock with respect to distributions or Junior Shares (as such term is defined in the Charter) Stock to be purchased by the General Partner pursuant to Article 3 5 of the Declaration Articles of Trust Incorporation of the General Partner (the "Charter") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 5 of the Charter.

Priority as to Distributions. (i) So long as any Series E Preferred Units are D Preference Unit is outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership Units ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred D Preference Units (collectively, "Units “Junior to Series E"Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred D Preference Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E Preferred D Preference Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in fullfull or have been irrevocably reserved or set aside for payment. The Without limiting Section 7(b) hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionJunior Units, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership other Junior Units ranking junior to the Series E or Parity Preferred Units as to distributions and upon liquidationor Common Shares or other capital stock of the Equity Lifestyle Properties, winding-up Inc. (the “Company”) in accordance with the exchange rights of such Junior Units or dissolution or Parity Preferred Units, (c) the redemption of Partnership Interests Units corresponding to any Series E D Preferred Shares (as hereinafter defined)Stock, Parity Preferred Shares Stock (as such term is defined in the CharterAmended and Restated Articles Supplementary to the Charter (as defined below) establishing the Series D Preferred Stock (the “Articles Supplementary”)) or Junior Shares Stock (as such term is defined in the CharterArticles Supplementary) to be purchased by the General Partner Company pursuant to Article 3 VII of the Declaration Articles of Trust Amendment and Restatement of the General Partner Company (the "“Charter"”) to preserve the General Partner's Company’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VII of the Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Code, or (e) the redemption, purchase or other acquisition of Junior Units made for purposes of, and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary of the Partnership or the Company. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series D Preference Units, all distributions authorized and declared on the Series D Preference Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series D Preference Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series D Preference Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E C Preferred Units (collectively, "Units Junior to Series EUnits"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E C Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E C Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in fullfull or a sum sufficient for such full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionJunior Units, (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and rights upon the voluntary or involuntary liquidation, winding-up or dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to any Series E C Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) with respect to distributions or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 VII of the Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the "Charter") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VII of the CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as defined in Section 13.3 of the Partnership Agreement). (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series C Preferred Units, all distributions authorized and declared on the Series C Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series C Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other. No interest or any sum of money in lieu of interest shall be payable in respect of any distribution, payment or payments on Series C Preferred Units which may be in arrears.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, "Units Junior to Series E")Units, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E B Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E B Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and rights upon involuntary or voluntary liquidation, winding-up or dissolution, (b) the conversion of Units Junior to Series E or Series E Parity Preferred Units into Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to any REIT Series E B Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) Stock or Junior Shares (as such term is defined in the Charter) Stock to be purchased by the General Partner pursuant to Article 3 the Charter with respect to the General Partner's common stock and comparable charter provisions with respect to other classes or series of the Declaration of Trust capital stock of the General Partner (the "Charter") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 IV of the CharterCharter or such other comparable provisions, (d) the acquisition of Common Units upon exercise of Put rights pursuant to Section 8.6 (i) with the proceeds of a sale of Common Units or other Junior Units by the Partnership or proceeds received from the General Partner upon a sale of REIT Shares or other Junior Stock by the General Partner or (ii) for cash in an amount, which, when taken together with the aggregate amount of all cash paid previously pursuant to this clause (ii) and the corresponding clause (ii) of Section 16.2.C(i)(d), does not exceed $5.0 million, or (e) cash distributions from the proceeds of sales of property of the Partnership pursuant to Section 7.1.A(3). (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series B Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series B Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other. (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner or (b) any other holder of Partnership Interest in the Partnership, in each case ranking junior to or on parity with the Series B Preferred Units may be made, without preserving the priority of distributions described in Sections 17.2.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust status of the General Partner and, in addition, in the case of any holder other than the General Partner only to the extent required by the Partnership Agreement.

Priority as to Distributions. So long (a) Except as any Series E Preferred Units are outstandingprovided in Section 3.C(iii)(b) below, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property shall may be authorizeddeclared and made, declareddirectly or indirectly, paid or set apart for payment on or with respect to any Common Units, LTIP Units or any other Partnership Interests of any other class or series of Partnership Interest of the Partnership ranking junior ranking, as to the payment of distributions distributions, on parity with or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership junior to the Series E C Preferred Units (collectively, "Units Junior to Series E"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred than a distribution paid in Common Units, any Series E Parity Preferred LTIP Units or any Units Junior to Series E, unless, in each case, all distributions accumulated on all Series E Preferred Units and all classes and other Partnership Interests of any class or series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Units ranking junior to the Series E C Preferred Units as to payment of distributions and the distribution of assets upon liquidation, winding-dissolution or winding up of the Partnership) for any period, nor shall any Common Units, LTIP Units or dissolutionany other Partnership Interests of any class or series ranking, (b) as to distributions, on parity with or junior to the conversion of Units Junior to Series E or Series E Parity C Preferred Units be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of such units, and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for Common Units, LTIP Units or any Partnership Units Interests of any class or series ranking junior to the Series E C Preferred Units as to payment of distributions and the distribution of assets upon liquidation, winding-up or dissolution or (c) winding up of the Partnership, except for the redemption of Partnership Interests corresponding to any shares of Series E C Preferred Shares Stock, any shares of 6.625% Series B Cumulative Redeemable Preferred Stock of STAG REIT (as hereinafter defined“Series B Preferred Stock”) or any shares of 9.0% Series A Cumulative Redeemable Preferred Stock of STAG REIT (“Series A Preferred Stock”), Parity Preferred or any other REIT Shares (as such term is defined in the Charter) or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner STAG REIT pursuant to the provisions of Article 3 VI of the Declaration of Trust Charter, Section 9 of the General Partner (Articles Supplementary or Section 9 of the "Charter") Articles Supplementary establishing the Series A Preferred Stock or the Series B Preferred Stock to the extent necessary to preserve the General Partner's STAG REIT’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 the Charter or the Articles Supplementary, and except for the redemption of Partnership Interests corresponding to the Charterpurchase or acquisition of any shares of Series C Preferred Stock or any other shares of capital stock of STAG REIT ranking on parity with the Series C Preferred Stock as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of STAG REIT pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock), unless full cumulative distributions on the Series C Preferred Units for all past Series C Preferred Unit Distribution Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. (b) When distributions are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series C Preferred Units and any other Partnership Interests of any class or series ranking, as to distributions, on parity with the Series C Preferred Units, all distributions declared upon the Series C Preferred Units and each such other Partnership Interests ranking on parity, as to distributions, with the Series C Preferred Units shall be declared pro rata so that the amount of distributions declared per Series C Preferred Unit and each such other Partnership Interest shall in all cases bear to each other the same ratio that accrued distributions per Series C Preferred Unit and each such other Partnership Interest (which shall not include any accrual in respect of unpaid distributions on such other class or series of Partnership Interests for prior distribution periods if such Partnership Interests do not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series C Preferred Units which may be in arrears.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E B Preferred Units (collectively, "Units Junior to Series EJUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E B Preferred Units, any Series E Parity Preferred Units or any Junior Units or Rights in respect of Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E B Preferred Units and all classes and series of outstanding Series E Parity Preferred Units (or, in the event of the liquidation of the Partnership, to the extent of respective Capital Account balances of holders of such Series B Preferred Units and outstanding Parity Preferred Units in accordance with Section 13.2 of the Partnership Agreement) have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Partnership Junior Units ranking junior (or options, warrants or rights to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolutionsubscribe for Junior Units), (b) the conversion of Junior Units Junior to Series E or Series E Parity Preferred Units into Partnership Units Interests ranking junior to the Series E B Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, winding-dissolution or winding up or dissolution of the Partnership, or (c) the redemption of Partnership Interests corresponding to any Series E B Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 VI of the Declaration of Trust of the General Partner (the "CharterCHARTER") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VI of the Charter. (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for payment) upon the Series B Preferred Units, all distributions authorized and declared on the Series B Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series B Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series B Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other, except as would be made upon a liquidation of the Partnership and a distribution of its assets in accordance with Section 13.2 of the Partnership Agreement.

Priority as to Distributions. (i) So long as any Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, "Units “Junior to Series E"Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in fullfull or a sum sufficient for such full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and rights upon the voluntary or involuntary liquidation, winding-up or dissolution, (b) the conversion of Units Junior to Series E or Series E Parity Preferred Units into Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to any Series E Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) with respect to distributions or Junior Shares (as such term is defined in the Charter) to be purchased by the General Partner pursuant to Article 3 VII of the Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the "date hereof, the “Charter"”) to preserve the General Partner's ’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 VII of the CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as such term is defined in Section 13.3 of the Partnership Agreement). (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series E Preferred Units, all distributions authorized and declared on the Series E Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series E Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series E Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other. No interest or any sum of money in lieu of interest shall be payable in respect of any distribution, payment or payments on Series E Preferred Units which may be in arrears.

Priority as to Distributions. So long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, "Units Junior to Series E")Units, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E A Preferred Units, any Series E Parity Preferred Units or any Units Junior to Series EUnits, unless, in each case, all distributions accumulated on all Series E A Preferred Units and all classes and series of outstanding Series E Parity Preferred Units have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Units Interests of the Partnership ranking junior to the Series E A Preferred Units as to distributions and upon liquidationUnits, winding-up or dissolution, (b) the conversion of Units Junior to Series E or Series E Parity Preferred Units into Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolution or (c) the redemption of Partnership Interests corresponding to any REIT Series E A Preferred Shares (as hereinafter defined)Shares, Parity Preferred Shares (as such term is defined in the Charter) Stock with respect to distributions or Junior Shares (as such term is defined in the Charter) Stock to be purchased by the General Partner pursuant to Article 3 the Charter with respect to the General Partner's common stock and comparable charter provisions with respect to other classes or series of the Declaration of Trust capital stock of the General Partner (the "Charter") to preserve the General Partner's status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article 3 IV of the CharterCharter or such other comparable provisions, (d) the acquisition of Common Units upon exercise of Put rights pursuant to Section 8.6 (i) with the proceeds of a sale of Common Units or other Junior Units by the Partnership or proceeds received from the General Partner upon a sale of REIT Shares or other Junior Stock by the General Partner or (ii) for cash in an amount, which, when taken together with the aggregate amount of all cash paid previously pursuant to this clause (ii) and the corresponding clause (ii) of Section 17.2.C(i)(d), does not exceed $5.0 million, or (e) cash distributions from the proceeds of sales of property of the Partnership pursuant to Section 7.1.A(3).