Common use of Regular Distributions Clause in Contracts

Regular Distributions. (a) Except for distributions pursuant to Section 13.2 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.1(b), 5.3, 5.4, 5.5 and 12.2(c), the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine, an amount of Available Cash, determined by the General Partner in its sole discretion to the Limited Partners and the General Partner, as of the applicable Partnership Record Date, in accordance with each such Partner’s respective Percentage Interest. This section 5.1(a) is not applicable to the Associate General Partner. Distributions to the Associate General Partner should be made exclusively pursuant to Section 5.1(b). In no event may any such Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to REIT Stock for which such a Partnership Unit has been exchanged. (b) Except for distributions pursuant to Section 13.2 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.1(a), 5.3, 5.4, 5.5 and 12.2(c), the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine (each a “ Distribution Date”), an amount of Available Cash, determined by the General Partner in its sole discretion to the Associate General Partner, the Limited Partners and General Partner, as of the applicable Partnership Record Date, in accordance with the following provisions: (i) 100% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above until the Limited Partners receive distributions from the Partnership and the Stockholders receive dividends from the General Partner in an amount equal to a Cumulative Non-Compounded Return of 7% per year on their Net Investment (“ First Level Return”); (ii) 100% of Available Cash will be distributed to the Associate General Partner if at the Distribution Date, the Limited Partners and the Stockholders have received First Level Returns, until the Associate General Partner receives distributions from the Partnership in an amount equal to a Cumulative Non-Compound Return of 7% per year on its Net Investment (“ SGP Distribution”); (iii) 70% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above and 30% of Available Cash will be distributed to the Associate General Partner, if at the Distribution Date (1) the Limited Partners and the Stockholders have received First Level Returns, and (2) the Associate General Partner has received the SGP Distribution, until the Limited Partners receive distributions from the Partnership and Stockholders receive dividends from the General Partner in an amount equal to a Cumulative Non-Compounded return of 12% per year on their Net Investment (“ Second Level Return”); and (iv) 60% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above and 40% of Available Cash will be distributed to the Associate General Partner, if at the Distribution Date the Limited Partners and Stockholders have received Second Level Returns. (c) Notwithstanding anything to the contrary in this Section 5, in no event will the Acquisition Fees, Acquisition Expenses and Asset Management Fee paid to the Initial Limited Partner, plus the subordinated payments payable by the Partnership to the Sponsor (“Program Structure”) exceed the sum of (i) an amount equal to 6 percent of the gross Contract Purchase Price of all Properties acquired by the General Partner; (ii) an amount determined annually (“Asset Management Amount”) equal in the aggregate to the greater of 2 percent of the Average Invested Assets or 25 percent of the GP Net Income after reducing such Asset Management Amount by those Total Operating Expenses as defined in the Guidelines that exclude the asset management amount; (iii) an amount equal to the Disposition Fees, if any, but not to exceed 3 percent of the contract sales price of all Properties sold by the General Partner; and (iv) an amount equal to 15 percent of the GP Net Sales Proceeds, if any, remaining after the payment to the shareholders of the General Partner in the aggregate of an amount equal to 100 percent of the original issue price of their shares plus an amount equal to 6 percent of the original issue price of the General Partner’s shares per annum, cumulative (“Guideline Structure”). For purposes of determining compliance with this undertaking, the comparison between the Program Structure and the Guideline Structure shall be determined on an annual basis at the end of each fiscal year of the General Partner (“Comparison Date”). To the extent that at the Comparison Date the Program Structure amount exceeds the Guideline Structure amount, the Sponsor shall return such excess to the shareholders within 30 days after the Comparison Date.

Regular Distributions. (a) Except for distributions pursuant to Section 13.2 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.1(b), 5.3, 5.4, 5.5 and 12.2(c), the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine, an amount of Available Cash, determined by the General Partner in its sole discretion to the Limited Partners and the General Partner, as of the applicable Partnership Record Date, in accordance with each such Partner’s respective Percentage Interest. This section 5.1(a) is not applicable to the Associate General Special Limited Partner. Distributions to the Associate General Special Limited Partner should be made exclusively pursuant to Section 5.1(b). In no event may any such Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to REIT Stock for which such a Partnership Unit has been exchanged. (b) Except for distributions pursuant to Section 13.2 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.1(a), 5.3, 5.4, 5.5 and 12.2(c), the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine (each a “ “Distribution Date”), an amount of Available Cash, determined by the General Partner in its sole discretion to the Associate General Special Limited Partner, the Limited Partners and General Partner, as of the applicable Partnership Record Date, in accordance with the following provisions: (i) 100% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above until the Limited Partners receive distributions from the Partnership and the Stockholders receive dividends from the General Partner in an amount equal to a Cumulative Non-Compounded Return of 7% per year on their Net Investment (“ “First Level Return”); (ii) 100% of Available Cash will be distributed to the Associate General Special Limited Partner if at the Distribution Date, the Limited Partners and the Stockholders have received First Level Returns, until the Associate General Special Limited Partner receives distributions from the Partnership in an amount equal to a Cumulative Non-Compound Return of 7% per year on its Net Investment (“ SGP “SLP Distribution”); (iii) 70% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above and 30% of Available Cash will be distributed to the Associate General Special Limited Partner, if at the Distribution Date (1) the Limited Partners and the Stockholders have received First Level Returns, and (2) the Associate General Special Limited Partner has received the SGP SLP Distribution, until the Limited Partners receive distributions from the Partnership and Stockholders receive dividends from the General Partner in an amount equal to a Cumulative Non-Compounded return of 12% per year on their Net Investment (“ “Second Level Return”); and (iv) 60% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above and 40% of Available Cash will be distributed to the Associate General Special Limited Partner, if at the Distribution Date the Limited Partners and Stockholders have received Second Level Returns. (c) Notwithstanding anything to the contrary in this Section 5, in no event will the Acquisition Fees, Acquisition Expenses and Asset Management Fee paid to the Initial Limited Partner, plus the subordinated payments payable by the Partnership to the Sponsor (“Program Structure”) exceed the sum of (i) an amount equal to 6 percent of the gross Contract Purchase Price of all Properties acquired by the General Partner; (ii) an amount determined annually (“Asset Management Amount”) equal in the aggregate to the greater of 2 percent of the Average Invested Assets or 25 percent of the GP Net Income after reducing such Asset Management Amount by those Total Operating Expenses as defined in the Guidelines that exclude the asset management amount; (iii) an amount equal to the Disposition Fees, if any, but not to exceed 3 percent of the contract sales price of all Properties sold by the General Partner; and (iv) an amount equal to 15 percent of the GP Net Sales Proceeds, if any, remaining after the payment to the shareholders of the General Partner in the aggregate of an amount equal to 100 percent of the original issue price of their shares plus an amount equal to 6 percent of the original issue price of the General Partner’s shares per annum, cumulative (“Guideline Structure”). For purposes of determining compliance with this undertaking, the comparison between the Program Structure and the Guideline Structure shall be determined on an annual basis at the end of each fiscal year of the General Partner (“Comparison Date”). To the extent that at the Comparison Date the Program Structure amount exceeds the Guideline Structure amount, the Sponsor shall return such excess to the shareholders within 30 days after the Comparison Date.

Regular Distributions. (a) Except for distributions pursuant to Section 13.2 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.1(b), 5.3, 5.4, 5.5 and 12.2(c), the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine, an amount of Available Cash, determined by the General Partner in its sole discretion to the Limited Partners and the General Partner, as of the applicable Partnership Record Date, in accordance with each such Partner’s respective Percentage Interest. This section 5.1(a) is not applicable to the Associate Special General Partner. Distributions to the Associate Special General Partner should be made exclusively pursuant to Section 5.1(b). In no event may any such Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to REIT Stock for which such a Partnership Unit has been exchanged. (b) Except for distributions pursuant to Section 13.2 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.1(a), 5.3, 5.4, 5.5 and 12.2(c), the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine (each a “ “Distribution Date”), an amount of Available Cash, determined by the General Partner in its sole discretion to the Associate Special General Partner, the Limited Partners and General Partner, as of the applicable Partnership Record Date, in accordance with the following provisions: (i) 100% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above until the Limited Partners receive distributions from the Partnership and the Stockholders receive dividends from the General Partner in an amount equal to a Cumulative Non-Compounded Return of 7% per year on their Net Investment (“ “First Level Return”); (ii) 100% of Available Cash will be distributed to the Associate Special General Partner if at the Distribution Date, the Limited Partners and the Stockholders have received First Level Returns, until the Associate Special General Partner receives distributions from the Partnership in an amount equal to a Cumulative Non-Compound Return of 7% per year on its Net Investment (“ “SGP Distribution”); (iii) 70% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above and 30% of Available Cash will be distributed to the Associate Special General Partner, if at the Distribution Date (1) the Limited Partners and the Stockholders have received First Level Returns, and (2) the Associate Special General Partner has received the SGP Distribution, until the Limited Partners receive distributions from the Partnership and Stockholders receive dividends from the General Partner in an amount equal to a Cumulative Non-Compounded return of 12% per year on their Net Investment (“ “Second Level Return”); and (iv) 60% of Available Cash will be distributed to the General Partner and Limited Partners in accordance with Section 5.1(a) above and 40% of Available Cash will be distributed to the Associate Special General Partner, if at the Distribution Date the Limited Partners and Stockholders have received Second Level Returns. (c) Notwithstanding anything to the contrary in this Section 5, in no event will the Acquisition Fees, Acquisition Expenses and Asset Management Fee paid to the Initial Limited Partner, plus the subordinated payments payable by the Partnership to the Sponsor (“Program Structure”) exceed the sum of (i) an amount equal to 6 percent of the gross Contract Purchase Price of all Properties acquired by the General Partner; (ii) an amount determined annually (“Asset Management Amount”) equal in the aggregate to the greater of 2 percent of the Average Invested Assets or 25 percent of the GP Net Income after reducing such Asset Management Amount by those Total Operating Expenses as defined in the Guidelines that exclude the asset management amount; (iii) an amount equal to the Disposition Fees, if any, but not to exceed 3 percent of the contract sales price of all Properties sold by the General Partner; and (iv) an amount equal to 15 percent of the GP Net Sales Proceeds, if any, remaining after the payment to the shareholders of the General Partner in the aggregate of an amount equal to 100 percent of the original issue price of their shares plus an amount equal to 6 percent of the original issue price of the General Partner’s shares per annum, cumulative (“Guideline Structure”). For purposes of determining compliance with this undertaking, the comparison between the Program Structure and the Guideline Structure shall be determined on an annual basis at the end of each fiscal year of the General Partner (“Comparison Date”). To the extent that at the Comparison Date the Program Structure amount exceeds the Guideline Structure amount, the Sponsor shall return such excess to the shareholders within 30 days after the Comparison Date.