Common use of Requirement and Characterization of Distributions Clause in Contracts

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing foregoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an a LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the Managing General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the Managing General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the Managing General Partner, in its sole and absolute discretion, may distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate Partnership Record Date. The Managing General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Special Limited Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Special Limited Partner, for so long as the General Special Limited Partner has determined to qualify as a REIT, to pay stockholder dividends make distributions that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Special Limited Partner, eliminate any U.S. federal Federal income or excise tax liability of the General Special Limited Partner. Notwithstanding anything in the forgoing Subject to the contraryapplicable Partner Unit Designation, each Limited Partner shall receive a Holder pro rata share of LTIP Units will only be entitled Distributions under this Article 5 in an amount equal to the distributions with respect to an LTIP Unit as set forth such Limited Partner would have received if such Limited Partner held one REIT Share or one Capital Share (bearing, in Article 16 hereof and in making distributions pursuant to this Section 5.1each case, the General Partner same designations as the actual Partnership Unit held by such Limited Partner) for each of the such Limited Partner’s Partnership shall take into account the provisions of Section 16.4 hereofUnit.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, Available Cash generated by the Partnership to the Holders as of any Partnership Record Date: Partners who are Partners on the applicable record date with respect to such distribution, (i1) first, with respect to any class or series of Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class or series of Partnership Units Interests (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Datethe applicable record date); and , and, (ii2) second, with respect to any class or series of Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class or series on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class or series to the Partners who are Partners of such class or series on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Unless otherwise expressly provided for herein or in an agreement at the time a new class or series of Partnership Interests is created in accordance with respect Article 4 hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) ), and (b) except to the extent otherwise determined by the General Partner, eliminate avoid the imposition of any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of An LTIP Units will only Unitholder shall be entitled to share in all distributions with respect to an of Available Cash as if each LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the were a Partnership shall take into account the provisions of Section 16.4 hereofUnit.

Requirement and Characterization of Distributions. Subject to the rights distributions to be made to the Class A Special Unit Holder in accordance with Section 5.02 and subject to the terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the terms of Sections 16.3 and 17.2 and/or the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record Date: Date with respect to such quarter: (i) firstFirst, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests in each class of such class Partnership Units held on such Partnership Record Date); and and (ii) secondSecond, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of in such class of Partnership Units held on such Partnership Record Date). Distributions payable with respect to any Partnership UnitsUnits that were not outstanding during the entire quarterly period in respect of which any distribution is made, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares or Capital Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the General Partner, in its sole and absolute discretion, may cause the Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, determine to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner or the Special Limited Partner in connection with the issuance of REIT Shares by the General Special Limited Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Special Limited Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Special Limited Partner, for so long as the General Special Limited Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Special Limited Partner, eliminate any U.S. federal income or excise tax liability of the General Special Limited Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretiondiscretion determine (provided such amount may not be less than the aggregate Preferred Return Shortfall of all Partnership Common Units held by all Non-AIR Holders), determineof Available Cash generated by the Partnership during such quarter to the Holders of Partnership Common Units as follows: A. First, to the Non-AIR Holders of Partnership Common Units as of any the Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in Date for such distribution, in accordance with the rights Preferred Return Shortfalls of their Partnership Common Units, until the aggregate Preferred Return Shortfall applicable to all Partnership Common Units held by the Non-AIR Holders is zero; B. Second, to the AIR Partners in accordance with the Preferred Return Shortfalls of such class(estheir Partnership Common Units, until the aggregate Preferred Return Shortfall applicable to all Partnership Common Units held by the AIR Partners is zero; and C. Third, (i) of Partnership Units (andthe Non-AIR Holders Sharing Percentage to the Non-AIR Holders, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect the AIR Partners Sharing Percentage to any Partnership Units that are not entitled to any preference in distributionthe AIR Partners, in accordance with the rights of Holders of such class(es) each case, allocated among them based on their ownership of Partnership Common Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the The General Partner in connection with its sole and absolute discretion may distribute to the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based Unitholders Available Cash on the portion of the period that such Partnership Units were outstandinga more frequent basis and provide for an appropriate record date. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Previous General Partner’s qualification as a REIT, to cause the Partnership to distribute amounts sufficient amounts to enable the General Partner, for so long as AIR Partners to transfer funds to the Previous General Partner has determined to qualify as a REITthat, together with amounts received by the Previous General Partner from sources other than the Partnership, will allow the Previous General Partner to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the Previous General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, in its sole and absolute discretion, determine, of the Available Cash to the Holders as of any on the Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the General Partner, in its sole and absolute discretion, may cause the Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their respective Percentage the holdings of Partnership Interests of within each such class by the Holders of Partnership Units on such Partnership Record Date); , and (ii) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Unitholders Available Cash on a more frequent basis and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerCompany’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, Company to pay stockholder dividends that will (a) satisfy the requirements for qualifying qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofCompany.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, with respect to any class(es) of Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any class(es) of Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the The General Partner may, in connection with the issuance its discretion and by means of REIT Shares by the General Partnera Partnership Unit Designation, prorate distributions in respect of additional Percentage Interests that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingmade. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Special Limited Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Special Limited Partner, for so long as the General Special Limited Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Special Limited Partner, eliminate any U.S. federal income or excise tax liability of the General Special Limited Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership to the Holders as of any Partners who are Partners on the applicable Partnership Record Date: Date with respect to such distribution, (i1) first, with respect to any class or series of Partnership Units Interests that are entitled to any preference in distributiondistributions, in accordance with the rights of Holders of such class(es) class or series of Partnership Units Interests (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such the applicable Partnership Record Date); , and (ii2) second, with respect to any class or series of Partnership Units Interests that are not entitled to any preference in distributiondistributions, pro rata to each such class or series in accordance with the rights of Holders terms of such class(es) class or series to the Partners who are Partners of such class or series on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership UnitsUnless otherwise expressly provided for herein or in an agreement, other than any Partnership Units issued to the General Partner if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class or series of Partnership Interests created in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) ), and (b) except to the extent otherwise determined by the General Partner, eliminate avoid the imposition of any U.S. federal income or excise tax liability of on the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions Holders of Series A Preferred Units in accordance with Section 16.4 hereof16.2, Series B Preferred Units in accordance with Section 17.2, Series C Preferred Units in accordance with Section 19.2 or Series D Preferred Units in accordance with Section 20.2.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership to the Holders as of any Partners who are Partners on the applicable Partnership Record Date: Date with respect to such distribution, (i1) first, with respect to any class or series of Partnership Units Interests that are entitled to any preference in distributiondistributions, in accordance with the rights of Holders of such class(es) class or series of Partnership Units Interests (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such the applicable Partnership Record Date); , and (ii2) second, with respect to any class or series of Partnership Units Interests that are not entitled to any preference in distributiondistributions, pro rata to each such class or series in accordance with the rights of Holders terms of such class(es) class or series to the Partners who are Partners of such class or series on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership UnitsUnless otherwise expressly provided for herein or in an agreement, other than any Partnership Units issued to the General Partner if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class or series of Partnership Interests created in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) ), and (b) except to the extent otherwise determined by the General Partner, eliminate avoid the imposition of any U.S. federal income or excise tax liability of on the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions Holders of Series A Preferred Units in accordance with Section 16.4 hereof16.2 or Series B Preferred Units in accordance with Section 17.2.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerParent’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General PartnerParent, for so long as the General Partner Parent has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General PartnerParent, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofParent.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may The Managing Member shall cause the Partnership Company to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, Managing Member may in its sole and absolute discretion, discretion determine, to of Available Cash among the Holders as of any Partnership Record Date: Members (i) first, with respect to any Partnership Units that class of Membership Interests issued pursuant to Section 4.2(a) or 4.2(b) which are entitled to any a preference in distributionover Membership Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in accordance with order of the rights of Holders of preferences designated therein and pro rata among any such class(esclasses), and (ii) of Partnership Units (and, within each such class, among the Holders of each such classthereafter, pro rata in proportion to accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on the last Business Day of such class on such Partnership Record Date); March, June, September and (ii) second, December of each year in an amount with respect to any Partnership Units each Membership Unit equal to the Minimum Tax Distribution; provided, however, that are not entitled to any preference in distribution, in accordance with the rights no event may a Member receive a distribution of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Available Cash with respect to any Partnership Units, other than any Partnership Units issued a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the General Partner Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in connection with the issuance of REIT Shares by Company, but fewer than all the General PartnerMembers, that were not outstanding during the entire quarterly period in respect of which any distribution is made such tax or other obligation shall be prorated based on specially allocated to, and charged against the portion of Capital Account of, such Member or Members, and the period that amounts otherwise distributable to such Partnership Units were outstandingMember or Members pursuant to this Agreement shall be reduced by such amount. The General Partner Managing Member shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership Company to distribute sufficient amounts to enable the General PartnerManaging Member, for so long as the General Partner Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”) "), and (b) except to the extent otherwise determined by the General PartnerManaging Member, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofManaging Member.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a “Preferred Distribution Shortfall”), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 18 with respect to any Partnership the Series J Preferred Units, other than any Partnership Units issued Article 19 with respect to the General Partner Series K Preferred Units, Article 20 with respect to the Series L Preferred Units, Article 21 with respect to the Series M Preferred Units, Article 22 with respect to the Series O Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Series J Preferred Units in accordance with Section 16.4 hereof18.3 and the holders of Series K Preferred Units in accordance with Section 19.3.

Requirement and Characterization of Distributions. Subject to the terms of Section 16.3 and/or the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record Date: Date with respect to such quarter: (i) firstFirst, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests in each class of such class Partnership Units held on such Partnership Record Date); and and (ii) secondSecond, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of in such class of Partnership Units held on such Partnership Record Date). Distributions payable with respect to any Partnership UnitsUnits that were not outstanding during the entire quarterly period in respect of which any distribution is made, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the General Partner, in its sole and absolute discretion, may cause the Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); , and (ii) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Unitholders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, in its sole and absolute discretion, may determine, of the Available Cash generated by the Partnership to the Holders (determined as of any the applicable Partnership Record Date), from time to time: (i1) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of with respect to such class class(es) on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of with respect to such class class(es) on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner may distribute Available Cash to the Holders on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerParent’s qualification intention to qualify as a REIT, to cause the Partnership to distribute sufficient amounts of Available Cash to enable the General PartnerParent, for so long as the General Partner Parent has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except that will allow the Parent to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability liability. Each distribution in respect of a Partnership Unit shall be paid by the General Partner. Notwithstanding anything in Partnership, directly or through the forgoing Transfer Agent or through any other Person or agent, only to the contrary, a Holder record holder of LTIP Units will only be entitled to distributions with respect to an LTIP such Partnership Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership Record Date set for such distribution. Such payment shall take into account constitute full payment and satisfaction of the provisions Partnership’s liability in respect of Section 16.4 hereofsuch payment, regardless of any claim of a Person who may have an interest in such payment by reason of an assignment or otherwise.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 16 with respect to any Partnership the Series C Preferred Units, other than any Partnership Units issued in Article 17 with respect to the General Partner Series D Preferred Units, in Article 18 with respect to the Series E Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s AMB's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the sole stockholder of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will REIT (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing AMB, except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Section 16.4 hereofSeries C Preferred Units, Series D Preferred Units or Series E Preferred Units in accordance with Sections 16.3, 17.3 and 18.3, respectively.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, determine to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner or the Special Limited Partner in connection with the issuance of REIT Shares by the General Special Limited Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Special Limited Partner’s and Parent’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General PartnerSpecial Limited Partner and Parent, for so long as the General Special Limited Partner or Parent has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General PartnerSpecial Limited Partner or Parent, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Special Limited Partner of the Partnership shall take into account the provisions of Section 16.4 hereofor Parent.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 16 with respect to any Partnership the Series C Preferred Units, other than any Partnership Units issued in Article 17 with respect to the General Partner Series D Preferred Units, and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s AMB's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the sole stockholder of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will REIT (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing AMB, except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Section 16.4 hereof.Series C

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 17 with respect to any Partnership the Series B Preferred Units, other than any Partnership Units issued Article 18 with respect to the General Partner Series J Preferred Units, Article 19 with respect to the Series K Preferred Units, Article 20 with respect to the Series L Preferred Units, Article 21 with respect to the Series M Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this clause (b) would prevent the Partnership from making a distribution to the holders of Series B Preferred Units in accordance with Section 5.117.3, the General Partner holders of Series J Preferred Units in accordance with Section 18.3 and the Partnership shall take into account the provisions holders of Series K Preferred Units in accordance with Section 16.4 hereof19.3.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, determine to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, except as otherwise set forth on a Partner Schedule, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, except as otherwise set forth on a Partner Schedule, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to Except for any Partnership Units, other than any Partnership Units issued to the General Partner Partner, Federal Realty or any Federal Realty Subsidiary in connection with the issuance of REIT Shares by the General PartnerFederal Realty, distributions payable with respect to any Units that were not outstanding during the entire quarterly period in respect of for which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingoutstanding and in no event shall a distribution associated with any Partnership Record Date be made with respect to both a Unit and the related REIT Share issued in redemption thereof. The General Partner shall make such use commercially reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerFederal Realty’s qualification as a REIT, to cause the Partnership to distribute distribute, at a minimum, sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, Federal Realty to pay stockholder shareholder dividends that will will: (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) ); and (b) except to the extent otherwise determined by Federal Realty, including to the General Partnerextent Federal Realty elects to retain and pay income tax on its net capital gain, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofFederal Realty.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, least quarterly an amount equal to 100% of Available Cash to the Holders as of any Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any class(es) of Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect ; provided, however, that in the event that VICI REIT declares and pays any dividend of cash or assets to holders of the REIT Shares or Capital Shares from the cash flow or assets of the Golf Business TRS, each Limited Partner (other than VICI REIT) shall be paid in preference to any Partnership Units, other than any Partnership Units issued distribution to which VICI REIT is entitled under Clause (ii) an amount equal to the General Partner portion of any such dividend (or, in connection with the issuance case of REIT Shares a dividend of assets, the fair market value such portion of such dividend as determined in good faith by the General Partner) which such Limited Partner would have received on account of REIT Shares which such Limited Partner would have received if such Limited Partner’s Partnership Interest had been redeemed pursuant to Section 15.1.B hereof in exchange for REIT Shares immediately prior to the record date of such dividend by VICI REIT. The General Partner may, in its discretion and by means of a Partnership Unit Designation, prorate distributions in respect of additional Percentage Interests that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingmade. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerVICI REIT’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General PartnerVICI REIT, for so long as the General Partner VICI REIT has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General PartnerVICI REIT, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofVICI REIT.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (ia) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class or as otherwise prescribed for that class on such Partnership Record Date); and (iib) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, including pursuant to any applicable Unit Designation, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date, or, with respect to a particular class, within that class as otherwise set forth in the applicable Unit Designation). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (bii) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing foregoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a “Preferred Distribution Shortfall”), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 18 with respect to any Partnership the Series J Preferred Units, other than any Partnership Units issued Article 19 with respect to the General Partner Series K Preferred Units, Article 20 with respect to the Series L Preferred Units, Article 21 with respect to the Series M Preferred Units, Article 22 with respect to the Series O Preferred Units, Article 23 with respect to the Series P Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Series J Preferred Units in accordance with Section 16.4 hereof18.3 and the holders of Series K Preferred Units in accordance with Section 19.3.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Membership Interest set forth in a Partnership Article 17 or Article 18 of this Agreement, or any Membership Unit Designation, the General Partner Managing Member may cause the Partnership Company to distribute such amounts, at such times, as the General Partner Managing Member may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Company Record Date: (ia) first, with respect to any Partnership Membership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Membership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Company Record Date); and (iib) second, with respect to any Partnership Membership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Membership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Company Record Date). Distributions payable with respect to any Partnership Membership Units, other than any Partnership Membership Units issued to the General Partner Managing Member in connection with the issuance of REIT Shares by the General PartnerManaging Member, that were not outstanding during the entire quarterly period in respect of which any distribution is made made, shall be prorated based on the portion of the period that such Partnership Membership Units were outstanding. The General Partner Managing Member shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerManaging Member’s qualification as a REIT, to cause the Partnership Company to distribute sufficient amounts to enable the General PartnerManaging Member, for so long as the General Partner Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (bii) except to the extent otherwise determined by the General PartnerManaging Member, eliminate any U.S. federal income or excise tax liability of the General PartnerManaging Member, except to the extent that a distribution pursuant to clause (ii) would prevent the Company from making a distribution to the Holders of Class L Preferred Units in accordance with Article 17 or Class M Preferred Units in accordance with Article 18. The Members acknowledge that the Charter provides that the Board of Directors shall use its reasonable best efforts to cause the Managing Member and the stockholders to qualify for federal income tax treatment in accordance with Sections 856 through 860 of the Code, and that, in furtherance of the foregoing, the Board of Directors shall use its reasonable best efforts to take such actions as are necessary, and may take such actions as in its sole judgment and discretion are desirable, to preserve the status of the Managing Member as a REIT; provided, however, that if the Board of Directors determines that it is no longer in the best interests of the Managing Member for it to continue to qualify as a REIT, the Board of Directors may revoke or otherwise terminate the Managing Member’s REIT election. Notwithstanding anything in the forgoing foregoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner Managing Member of the Partnership Company shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 18 with respect to any Partnership the Series J Preferred Units, other than any Partnership Units issued Article 19 with respect to the General Partner Series K Preferred Units, Article 20 with respect to the Series L Preferred Units, Article 21 with respect to the Series M Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Series J Preferred Units in accordance with Section 16.4 hereof18.3 and the holders of Series K Preferred Units in accordance with Section 19.3.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything Each distribution in respect of a Partnership Unit shall be paid by the forgoing Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the contrary, a Record Holder of LTIP Units will only be entitled to distributions with respect to an LTIP such Partnership Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership Record Date set for such distribution. Such payment shall take into account constitute full payment and satisfaction of the provisions Partnership's liability in respect of Section 16.4 hereofsuch payment, regardless of any claim of a Person who may have an interest in such payment by reason of an assignment or otherwise.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute all or such portion of amounts, at such times, as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any ) such that a holder of one OP Unit will receive the same amount of annual cash flow distributions from the Partnership Units, other than any Partnership Units issued as the amount of annual distributions paid to the holder of one REIT Share. The General Partner in connection with its sole and absolute discretion may distribute to the issuance of REIT Shares by Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the General Partnercontrary, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Unless otherwise expressly provided for in Article 16 with respect to any the Series A Preferred Units and in an agreement, if any, at the time a new class of Partnership UnitsInterests is created in accordance with Article 4, other than any no Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything Each distribution in respect of a Partnership Unit shall be paid by the forgoing Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the contrary, a Record Holder of LTIP Units will only be entitled to distributions with respect to an LTIP such Partnership Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership Record Date set for such distribution. Such payment shall take into account constitute full payment and satisfaction of the provisions Partnership’s liability in respect of Section 16.4 hereofsuch payment, regardless of any claim of a Person who may have an interest in such payment by reason of an assignment or otherwise.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership LLC Interest set forth in a Partnership Unit Designation, the General Partner Managing Member may cause the Partnership Company to distribute such amounts, at such times, as the General Partner Managing Member may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Company Record Date: (ia) first, with respect to any Partnership Company Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Company Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class or as otherwise prescribed for that class on such Partnership Company Record Date); and (iib) second, with respect to any Partnership Company Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Company Units, including pursuant to any applicable Unit Designation, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Company Record Date, or, with respect to a particular class, within that class as otherwise set forth in the applicable Unit Designation); it being agreed that the Company Common Units and the OPEUs will be treated as a single class for purposes of all distributions made pursuant to this Agreement, with distributions being shared among all such Company Units pro rata in proportion to their respective Percentage Interests as if the Company Common Units and OPEUs were a single class with all Company Common Units and all OPEUs being equal to one another. Distributions payable with respect to any Partnership Company Units, other than any Partnership Company Units issued to the General Partner Managing Member in connection with the issuance of REIT Shares OP Units by the General PartnerManaging Member, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Company Units were outstanding. The General Partner Managing Member shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerLineage REIT’s qualification as a REIT, to cause the Partnership Company to distribute sufficient amounts in the order and priority set forth in this Section 5.1 as will enable the Managing Member to distribute sufficient amounts to Lineage REIT to enable the General Partner, Lineage REIT for so long as the General Partner Lineage REIT has determined to qualify as a REIT, to pay stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (bii) except to the extent otherwise determined by the General PartnerManaging Member, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofLineage REIT.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 17 with respect to any Partnership the Series B Preferred Units, other than any Partnership Units issued Article 18 with respect to the General Partner Series J Preferred Units, Article 19 with respect to the Series K Preferred Units, Article 20 with respect to the Series L Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this clause (b) would prevent the Partnership from making a distribution to the holders of Series B Preferred Units in accordance with Section 5.117.3, the General Partner holders of Series J Preferred Units in accordance with Section 18.3 and the Partnership shall take into account the provisions holders of Series K Preferred Units in accordance with Section 16.4 hereof19.3.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership to the Holders as of any Partners who are Partners on the applicable Partnership Record Date: Date with respect to such distribution, (i1) first, with respect to any class or series of Partnership Units Interests that are entitled to any preference in distributiondistributions, in accordance with the rights of Holders of such class(es) class or series of Partnership Units Interests (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such the applicable Partnership Record Date); , and (ii2) second, with respect to any class or series of Partnership Units Interests that are not entitled to any preference in distributiondistributions, pro rata to each such class or series in accordance with the rights of Holders terms of such class(es) class or series to the Partners who are Partners of such class or series on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable , subject to any limitations on distributions with respect to any Partnership class of Profits Interest Units. Unless otherwise expressly provided for herein or in an agreement, other than any Partnership Units issued to the General Partner if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class or series of Partnership Interests created in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) ), and (b) except to the extent otherwise determined by the General Partner, eliminate avoid the imposition of any U.S. federal income or excise tax liability of on the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions Holders of Series C Preferred Units in accordance with Section 16.4 hereof21.2, Series G Preferred Units in accordance with Section 22.2, Series H Preferred Units in accordance with Section 23.2, Series I Preferred Units in accordance with Section 24.2 and Series J Preferred Units in accordance with Section 25.2.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Interests on such Partnership Record Date: (i) first, Date with respect to any Partnership such quarter (1) to the General Partner in the amount of the General Partner’s REIT Expenses (which the General Partner will use to pay such REIT Expenses), (2) thereafter to holders of Preferred Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (andPreferred Units, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distributionif any, in accordance with the rights relative priorities and other terms thereof, and (3) thereafter to the holders of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, OP Units and LTIP Units pro rata in proportion to accordance with their respective Percentage Interests Interests, taking into account the provisions of such class on such Partnership Record Date)Paragraph 2 of Exhibit E hereof. Distributions payable Notwithstanding anything herein to the contrary, in no event may a Partner receive a distribution with respect to a OP Unit for a quarter or shorter period if such Partner is entitled to receive a distribution for such quarter or shorter period with respect to a Common Share for which such OP Unit has been redeemed or exchanged. Unless otherwise expressly provided for herein or in a written agreement at the time a new class or new series of any class of Partnership UnitsInterests is created in accordance with Article IV hereof, no Partnership Interest shall be entitled to, or receive, a distribution in preference to any other than any Partnership Units issued to Interest. For so long as the General Partner in connection with elects to qualify as a REIT, the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the qualification of the General Partner’s qualification Partner as a REIT, to cause make distributions to the Partnership to distribute Partners in amounts such that the General Partner will receive amounts sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder shareholder dividends that will (ai) satisfy the requirements for qualifying qualification as a REIT under the Code and the Regulations (the “REIT Requirements”) and (bii) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of for the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the terms of Section 18.2, 19.2 and/or the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, (i) a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and (ii) a Holder of Performance Units will be entitled to distribution with respect to a Performance Unit as set forth in Article 17 hereof, and, in each case, in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof and 17.4 hereof, as applicable.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the Managing General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the Managing General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the Managing General Partner, in its sole and absolute discretion, may distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The Managing General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Special Limited Partner’s 's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Special Limited Partner, for so long as the General Special Limited Partner has determined to qualify as a REIT, to pay stockholder shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Special Limited Partner, eliminate any U.S. federal Federal income or excise tax liability of the General Special Limited Partner. Notwithstanding anything the foregoing, in the forgoing event any Excluded Property (or the proceeds therefrom) has not been contributed to the contraryPartnership pursuant to Section 4.9, a Holder of LTIP the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Partnership in exchange for Partnership Common Units will only pursuant to Section 4.9; provided, however, that in the event any Excluded Property (or the proceeds therefrom) has not been contributed to the Partnership pursuant to Section 4.9, any distributions to be entitled to distributions made with respect to the Special Limited Partner's Partnership Units shall in the aggregate be reduced to the extent of any REIT Available Cash. Subject to the applicable Partner Unit Designation, each Limited Partner shall receive a pro rata share of Distributions under this Article 5 in an LTIP amount equal to the distributions such Limited Partner would have received if such Limited Partner held one REIT Share (bearing the same designations as the actual Partnership Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner held by such Limited Partner) for each of the such Limited Partner's Partnership shall take into account the provisions of Section 16.4 hereofUnit.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 16 with respect to any Partnership the Series A Preferred Units, other than any Partnership Units issued Article 17 with respect to the General Partner Series B Preferred Units, Article 18 with respect to the Series J Preferred Units, Article 19 with respect to the Series K Preferred Units, Article 20 with respect to the Series L Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this clause (b) would prevent the Partnership from making a distribution to the holders of Series B Preferred Units in accordance with Section 5.117.3, the General Partner holders of Series J Preferred Units in accordance with Section 18.3 and the Partnership shall take into account the provisions holders of Series K Preferred Units in accordance with Section 16.4 hereof19.3.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerSFTY’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General PartnerSFTY, for so long as the General Partner SFTY has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General PartnerSFTY, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of SFTY. Each distribution in respect of a Partnership Unit shall be paid by the General Partner. Notwithstanding anything in the forgoing Partnership, directly or through any other Person or agent, only to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP such Partnership Unit as set forth in Article 16 hereof and in making distributions pursuant shown on Exhibit A attached hereto, as such Exhibit A may be amended from time to this Section 5.1time, the General Partner as of the Partnership Record Date set for such distribution. Such payment shall take into account constitute full payment and satisfaction of the provisions Partnership’s liability in respect of Section 16.4 hereofsuch payment, regardless of any claim of a Person who may have an interest in such payment by reason of an assignment or otherwise.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute at least quarterly all Available Cash generated by the Partnership during such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s Parent's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, Parent to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General PartnerParent, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General PartnerParent. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Earnout Units will only shall not be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofdistributions.

Requirement and Characterization of Distributions. Subject The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the rights Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following order of any Holder priority: (i) First, to the holders of any the Preferred Partnership Interest set forth Units in a Partnership Unit Designation, the General Partner may cause such amount as is required for the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, pay all distributions with respect to any such Preferred Partnership Units that are entitled to any preference in distribution, due or payable in accordance with the rights of Holders instruments designating such Preferred Partnership Units through the last day of such class(es) quarter; such distributions shall be made to such Partners in such order of priority and with such preferences as have been established with respect to such Preferred Partnership Units as of the last day of such calendar quarter; and then (and, within each such class, among ii) to the Holders of each such class, pro rata Partners in proportion to their respective Percentage Interests of such class in Common Partnership Units on such Partnership Record Date); and (ii) second, provided that in no event may a Partner receive a distribution of Available Cash with respect to any a Partnership Units that are not Unit if such Partner is entitled to any preference in distribution, in accordance with the rights of Holders receive a distribution out of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Available Cash with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of a REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of Share for which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingUnit has been redeemed or exchanged. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership to distribute sufficient amounts to enable by a Limited Partner under Section 707 of the General Partner, for so long as Code or the Regulations thereunder; provided that the General Partner has determined and the Partnership shall not have liability to qualify any Limited Partner under any circumstances as a REIT, result of any distribution to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partnersuch Limited Partner being so treated. Notwithstanding anything in the forgoing to the contrarycontrary contained herein, in no event shall any Partner receive a Holder distribution of LTIP Units will only be entitled to distributions Available Cash with respect to an LTIP any Common Partnership Unit with respect to any quarter until such time as set forth in Article 16 hereof and in making distributions pursuant the Partnership has distributed to this Section 5.1, the General Partner holders of the Preferred Partnership shall take into account Units an amount sufficient to pay all distributions payable with respect to such Preferred Partnership Units through the provisions last day of Section 16.4 hereofsuch quarter, in accordance with the instruments designating such Preferred Partnership Units."

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the terms of Sections 16.3 and 17.2 and/or the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record Date: Date with respect to such quarter: (i) firstFirst, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests in each class of such class Partnership Units held on such Partnership Record Date); and and (ii) secondSecond, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of in such class of Partnership Units held on such Partnership Record Date). Distributions payable with respect to any Partnership UnitsUnits that were not outstanding during the entire quarterly period in respect of which any distribution is made, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares or Capital Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the General Partner, in its sole and absolute discretion, may cause the Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s 's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, in its sole and absolute discretion, determine, of the Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the General Partner, in its sole and absolute discretion, may cause the Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, (i) a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and (ii) a Holder of Performance Units will be entitled to distribution with respect to a Performance Unit as set forth in Article 17 hereof, and, in each case, in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof and 17.4 hereof, as applicable.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute at least quarterly all Available Cash generated by the Partnership during such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, quarter to the Holders of Partnership Units on such Partnership Record Date with respect to such quarter: (1) first, to holders of Special Units as provided in Section 5.2 hereof, and to each other holder of any Partnership Record Date: (i) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the terms of Section 16.2 and/or rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, in its sole and absolute discretion, determine, of the Available Cash to the Holders as of any on the Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the General Partner, in its sole and absolute discretion, may cause the Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject The General Partner shall cause the Partnership to the rights make quarterly distributions of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, all or such portion as the General Partner may cause in its discretion determine, of Available Cash generated by the Partnership during such quarter to distribute the Holders of Partnership Units who are Holders on the Partnership Record Date with respect to such amounts, at such times, as quarter in the General Partner may, in its sole and absolute discretion, determinefollowing order of priority: (i) First, to the Holders of Partnership Units in such amount as of any is required for the Partnership Record Date: (i) first, to pay all distributions with respect to any such Preferred Partnership Units that are entitled to any preference in distribution, due or payable in accordance with the rights of Holders instruments designating such Preferred Partnership Units through the last day of such class(es) quarter; such distributions shall be made to such Holders of Partnership Units in such order of priority and with such preferences as have been established with respect to such Preferred Partnership Units as of the last day of such calendar quarter; and (andii) Second, within each such class, among to the Holders of each such class, pro rata Partnership Units in proportion to their respective Percentage Interests of such class in Common Partnership Units on such Partnership Record Date); and (ii) second, provided that in no event may a Holder of Partnership Units receive a distribution of Available Cash with respect to any a Partnership Unit if such Holder of Partnership Units that are not is entitled to any preference in distribution, in accordance with the rights of Holders receive a distribution out of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Available Cash with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of a REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of Share for which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingUnit has been redeemed or exchanged. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder unit holder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) Regulations, and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrarycontrary contained herein, a in no event shall any Holder of LTIP Partnership Units will only be entitled to distributions receive a distribution of Available Cash with respect to an LTIP any Common Partnership Unit with respect to any quarter until such time as set forth in Article 16 hereof and in making distributions pursuant the Partnership has distributed to this Section 5.1, the General Partner holders of the Preferred Partnership shall take into account Units an amount sufficient to pay all distributions payable with respect to such Preferred Partnership Units through the provisions last day of Section 16.4 hereofsuch quarter, in accordance with the instruments designating such Preferred Partnership Units."

Requirement and Characterization of Distributions. Subject (a) The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause Partners who are Partners on the Partnership Record Date with respect to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: quarter or shorter period (i) first, to the holders of Series A Preferred Units and to all holders of other Preferred Units that are pari passu with Series A Preferred Units (in proportion to the amount of distributions authorized and payable with respect to any Partnership the Series A Preferred Units or other pari passu Preferred Units owned by them), an amount that are entitled in the aggregate equals the aggregate amount of the distributions authorized and payable with respect to any preference in distributionthe Series A Preferred Units and such other Preferred Units, in accordance with as the rights of Holders of case maybe, for such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date)quarter or shorter period; and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, the Partners in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable ; provided that in no event may a Partner receive a distribution of Available Cash with respect to any a Partnership Units, other than any Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Units issued Unit has been exchanged; and further provided that no distributions shall be made pursuant to clause (ii) above unless all cumulative distributions with respect to the General Partner Series A Preferred Units and other pari passu Preferred Units for all past periods and the then current period have been or contemporaneously are (x) authorized and paid in connection with full or (y) authorized and a sum sufficient for the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution full payment thereof is made shall be prorated based on the portion of the period that set apart for such Partnership Units were outstandingpayment. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s Company's qualification as a REIT, to cause distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership to distribute sufficient amounts to enable by a Limited Partner under Section 707 of the General Partner, for so long as Code or the Regulations thereunder; provided that the General Partner has determined and the Partnership shall not have liability to qualify a Limited Partner under any circumstances as a REIT, result of any distribution to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and Limited Partner being so treated. (b) except Notwithstanding anything to the extent otherwise determined by the General Partnercontrary above, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account cause to be distributed to the provisions Company an amount equal to the aggregate amount necessary to redeem any Series A Preferred Stock or other series of Section 16.4 hereofredeemable Preferred Stock issued by the Company which has been called for redemption by the Company, at such time as is necessary to facilitate any such redemption. Such distribution will cause a redemption of a like number of Series A Preferred Units or other series of Preferred Units, as the case may be.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretiondiscretion determine (provided such amount may not be less than the aggregate Preferred Return Shortfall of all Partnership Common Units held by all Non-Aimco Holders), determineof Available Cash generated by the Partnership during such quarter to the Holders of Partnership Common Units as follows: A. First, to the Non-Aimco Holders of Partnership Common Units as of any the Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in Date for such distribution, in accordance with the rights Preferred Return Shortfalls of their Partnership Common Units, until the aggregate Preferred Return Shortfall applicable to all Partnership Common Units held by the Non-Aimco Holders is zero; and B. Second, to the Aimco Partners in accordance with the Preferred Return Shortfalls of such class(estheir Partnership Common Units, until the aggregate Preferred Return Shortfall applicable to all Partnership Common Units held by the Aimco Partners is zero; and C. Third, (i) of Partnership Units (andthe Non-Aimco Holders Sharing Percentage to the Non-Aimco Holders, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect the Aimco Partners Sharing Percentage to any Partnership Units that are not entitled to any preference in distributionthe Aimco Partners, in accordance with the rights of Holders of such class(es) each case, allocated among them based on their ownership of Partnership Common Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the The General Partner in connection with its sole and absolute discretion may distribute to the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based Unitholders Available Cash on the portion of the period that such Partnership Units were outstandinga more frequent basis and provide for an appropriate record date. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Previous General Partner’s qualification as a REIT, to cause the Partnership to distribute amounts sufficient amounts to enable the General Partner, for so long as Aimco Partners to transfer funds to the Previous General Partner has determined to qualify as a REITthat, together with amounts received by the Previous General Partner from sources other than the Partnership, will allow the Previous General Partner to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the Previous General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 16 with respect to any Partnership Unitsthe Series C Preferred Units and in an agreement, other than any Partnership Units issued to the General Partner if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s AMB's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the sole stockholder of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will REIT (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Series C Preferred Units in accordance with Section 16.4 hereof16.3.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, determine to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner or the Special Limited Partner in connection with the issuance of REIT Shares by the General Special Limited Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Special Limited Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Special Limited Partner, for so long as the General Special Limited Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Special Limited Partner, eliminate any U.S. federal income or excise tax liability of the General Special Limited Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest A. Except as set forth in a Partnership Unit DesignationSection 5.1.B, the General Partner may cause shall distribute at least quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership to distribute during such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, quarter or shorter period to the Holders as of any Partners who are Partners on the Partnership Record Date: (i) first, Date with respect to any Partnership Units that are entitled such quarter or shorter period. Except as set forth in Section 5.1.B and in Exhibit G, all distributions of Available Cash shall be made to any preference in distribution, the Partners in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, provided that in no event may a Partner receive a distribution of Available Cash with respect to any a Partnership Units that are not Unit if such Partner is entitled to any preference in distribution, in accordance with the rights of Holders receive a distribution out of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Available Cash with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of a REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of Share for which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingUnit has been redeemed or exchanged. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership to distribute sufficient amounts to enable by a Limited Partner under Section 707 of the General Partner, for so long as Code or the Regulations thereunder; provided that the General Partner has determined and the Partnership shall not have liability to qualify a Limited Partner under any circumstances as a REIT, result of any distribution to pay stockholder dividends that will (a) satisfy the requirements a Limited Partner being so treated. B. If for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income quarter or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions shorter period with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant which a distribution is to this Section 5.1be made (a “Distribution Period”) Class C Units are outstanding on the Partnership Record Date for such Distribution Period, the General Partner shall allocate the Available Cash with respect to such Distribution Period between the Partners who are holders of Class A Units (“Class A”) and the Partners who are holders of Class C Units (“Class C”) as follows: (1) Class A shall receive that portion of the Available Cash (the “Class A Share”) determined by multiplying the amount of Available Cash by the following fraction: (2) Class C shall receive that portion of the Available Cash (the “Class C Share”) determined by multiplying the amount of Available Cash by the following fraction: (3) For purposes of the foregoing formulas, (i) “A” equals the number of Class A Units outstanding on the Partnership Record Date for such Distribution Period; (ii) ”C” equals the number of Class C Units outstanding on the Partnership Record Date for such Distribution Period; (iii) “Y” equals the number of days in the Distribution Period; and (iv) “X” equals the number of days in the Distribution Period for which the Class C Units were issued and outstanding. The Class A Share shall take into account be distributed among Partners holding Class A Units on the provisions Partnership Record Date for the Distribution Period in accordance with the number of Class A Units held by each Partner on such Partnership Record Date; provided that in no event may a Partner receive a distribution of Available Cash with respect to a Class A Unit if a Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Class A Unit has been redeemed or exchanged. The Class C Share shall be distributed among the Partners holding Class C Units on the Partnership Record Date for the Distribution Period in accordance with the number of Class C Units held by each Partner on such Partnership Record Date. In no event shall any Class C Units be entitled to receive any distribution of Available Cash for any Distribution Period ending prior to the date on which such Class C Units are issued. C. In the event that Class C Units which have been issued on different dates are outstanding on the Partnership Record Date for any Distribution Period, then the Class C Units issued on each particular date shall be treated as a separate series of Partnership Units for purposes of making the allocation of Available Cash for such Distribution Period among the holders of Partnership Units (and the formula for making such allocation, and the definitions of variables used therein, shall be modified accordingly). Thus, for example, if two series of Class C Units are outstanding on the Partnership Record Date for any Distribution Period, the allocation formula for each series, “Series C1” and “Series C2,” would be as follows: (1) Series C1 shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction: (A x Y)+(C1 x X1)+(C2 x X2) (2) Series C2 shall receive that portion of the Available Cash determined by multiplying the amount of Available Cash by the following fraction: (A x Y)+(C1 x X1)+(C2 x X2) (3) For purposes of the foregoing formulas the definitions set forth in Section 16.4 hereof.5.1.B.3 remain the same except that (i) “C1” equals the number of Partnership Units in Series C1 outstanding on the Partnership Record Date for such Distribution Period; (ii) ”C2” equals the number of Partnership Units in Series C2 outstanding on the Partnership Record Date for such Distribution Period; (iii) “X1” equals the number of days in the Distribution Period for which the Partnership Units in Series C1 were issued and outstanding; and (iv) “X2” equals the number of days in the Distribution Period for which the Partnership Units in Series C2 were issued

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause Partnership shall distribute the Partnership to distribute such amounts, Available Cash at such times, times and in such amounts as are determined by the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partners who are Partners on the Partnership Record DateDate with respect to such distribution period and in the following manner: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly distribution period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined desires to qualify maintain or restore its qualification as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything Each distribution in respect of a Partnership Unit shall be paid by the forgoing Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP such Partnership Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership Record Date set for such distribution. Such payment shall take into account constitute full payment and satisfaction of the provisions Partnership’s liability in respect of Section 16.4 hereofsuch payment, regardless of any claim of a Person who may have an interest in such payment by reason of an assignment or otherwise.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); , and (ii) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Notwithstanding the preceding sentence, in the event that items of Partnership income are specially allocated pursuant to Section 6.3E hereof (relating to the absence of an effective registration statement for the sale of shares of common stock of the Parent REIT), distributions with respect to Partnership Common Units shall first be made in accordance with such allocations, with any excess distributed pro rata in accordance with the preceding sentence. Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Unitholders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s Parent REIT's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, Parent REIT to pay stockholder shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) , and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofParent REIT.

Requirement and Characterization of Distributions. Subject to the terms of Sections 16.2 and 17.2 and/or the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner Board may cause the Partnership Company to distribute such amounts, at such times, as the General Partner Board may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first: A. First, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests in each class of such class Units held on such Partnership Record Date); and (ii) secondand B. Second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders such class of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of in such class of Units held on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made made, other than any Units issued to MIC in connection with the issuance of Shares or Capital Shares by MIC, shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner MIC shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerMIC’s qualification intent to qualify as a REIT, to cause the Partnership Company to distribute sufficient amounts to enable the General PartnerMIC, for so long as the General Partner MIC has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements REIT Requirements (it being understood that such requirement shall not apply for qualifying the taxable year ending December 31, 2020 and for any subsequent taxable year unless and until MIC determines it is realistically able to re-qualify as a REIT under the Code and Regulations (the “REIT Requirements”REIT) and (b) except to the extent otherwise determined by the General PartnerBoard, eliminate any U.S. federal income or excise tax liability of the General PartnerMIC. Notwithstanding anything in the forgoing foregoing to the contrary, (i) a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 18 hereof and (ii) a Holder of Performance Units will be entitled to distributions with respect to a Performance Unit as set forth in Article 19 hereof, and, in each case, in making distributions pursuant to this Section 5.1, the General Partner of the Partnership Board shall take into account the provisions of Section 16.4 18.4 hereof and 19.4 hereof, as applicable.

Requirement and Characterization of Distributions. A. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, determine to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner or the Special Limited Partner in connection with the issuance of REIT Shares by the General Special Limited Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Special Limited Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Special Limited Partner, for so long as the General Special Limited Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Special Limited Partner, eliminate any U.S. federal income or excise tax liability of the General Special Limited Partner. Notwithstanding anything in the forgoing . B. In addition to the contraryforegoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Holder of LTIP Units Partnership Year will only be entitled give rise to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1taxable income for the Partners (“Net Taxable Income”), the General Partner shall cause the Partnership to distribute Available Cash in respect of income tax liabilities (the “Tax Distributions”) to the extent that other distributions made by the Partnership for such Partnership Year were otherwise less than the Deemed Tax Liability (defined below). The aggregate Tax Distributions payable with respect to any Partnership Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article 6, multiplied by the Assumed Tax Rate (the “Deemed Tax Liability”), and shall be made to the Partners pro rata in accordance with their Percentage Interests. For purposes of computing the Deemed Tax Liability, the Net Taxable Income shall be determined without regard to any special adjustments of tax items required as a result of any election under Section 754 of the Code, including adjustments required by Sections 734 and 743 of the Code. Tax Distributions shall be calculated and paid no later than one (1) Business Day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner (i) for the first quarterly period, 25% of the Deemed Tax Liability, (ii) for the second quarterly period, 50% of the Deemed Tax Liability, less the prior Tax Distributions for the Partnership shall take into account Year, (iii) for the provisions third quarterly period, 75% of Section 16.4 hereofthe Deemed Tax Liability, less the prior Tax Distributions for the Partnership Year and (iv) for the fourth quarterly period, 100% of the Deemed Tax Liability, less the prior Tax Distributions for the Partnership Year.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership to the Holders as of any Partnership Record Date: Partners who are Partners on the applicable record date with respect to such distribution, (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Datethe applicable record date); and , and, (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to the Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with respect Article 4 hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, (i) to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”) "), and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this clause (b) would prevent the Partnership from making a distribution to the holders of Series A Preferred Units in accordance with Section 5.1, 16.2 and (ii) to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner of and -------- the Partnership shall take into account the provisions not have liability to a Limited Partner under any circumstances as a result of Section 16.4 hereofany distribution to a Limited Partner being so treated.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (ia) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (iib) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (bii) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership to the Holders as of any Partners who are Partners on the applicable Partnership Record Date: Date with respect to such distribution, (i1) first, with respect to any class or series of Partnership Units Interests that are entitled to any preference in distributiondistributions, in accordance with the rights of Holders of such class(es) class or series of Partnership Units Interests (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such the applicable Partnership Record Date); , and (ii2) second, with respect to any class or series of Partnership Units Interests that are not entitled to any preference in distributiondistributions, pro rata to each such class or series in accordance with the rights of Holders terms of such class(es) class or series to the Partners who are Partners of such class or series on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable , subject to any limitations on distributions with respect to any Partnership class of Profits Interest Units. Unless otherwise expressly provided for herein or in an agreement, other than any Partnership Units issued to the General Partner if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class or series of Partnership Interests created in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) ), and (b) except to the extent otherwise determined by the General Partner, eliminate avoid the imposition of any U.S. federal income or excise tax liability of on the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions Holders of Series C Preferred Units in accordance with Section 16.4 hereof21.2, Series G Preferred Units in accordance with Section 22.2, Series H Preferred Units in accordance with Section 23.2, Series I Preferred Units in accordance with Section 24.2, Series J Preferred Units in accordance with Section 25.2 and Series K Preferred Units in accordance with Section 26.2.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 17 with respect to any Partnership the Series D Preferred Units, other than any Partnership Units issued in Article 18 with respect to the General Partner Series E Preferred Units, in Article 19 with respect to the Series F Preferred Units, in Article 21 with respect to the Series H Preferred Units, in Article 22 with respect to the Series I Preferred Units, in Article 23 with respect to the Class B Common Units, in Article 24 with respect to the Series N Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s AMB's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the sole stockholder of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing AMB, except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Section 16.4 hereofSeries D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series H Preferred Units, Series I Preferred Units, Class B Common Units, or Series N Preferred Units in accordance with Sections 17.3, 18.3, 19.3, 21.3, 22.3, 23.2 and 24.3, respectively.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 17 with respect to any Partnership the Series D Preferred Units, other than any Partnership Units issued in Article 18 with respect to the General Partner Series E Preferred Units, in Article 19 with respect to the Series F Preferred Units, in Article 20 with respect to the Series G Preferred Units, in Article 21 with respect to the Series H Preferred Units, in Article 22 with respect to the Series I Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s AMB's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the sole stockholder of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will REIT (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing AMB, except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Section 16.4 hereofSeries D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units or Series H Preferred Units in accordance with Sections 17.3, 18.3, 19.3, 20.3, 21.3 and 22.3, respectively.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 17 with respect to any Partnership the Series D Preferred Units, other than any Partnership Units issued in Article 18 with respect to the General Partner Series E Preferred Units, in Article 19 with respect to the Series F Preferred Units, in Article 21 with respect to the Series H Preferred Units, in Article 22 with respect to the Series I Preferred Units, in Article 23 with respect to the Class B Common Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s AMB's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the sole stockholder of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing AMB, except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Section 16.4 hereofSeries D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series H Preferred Units, Series I Preferred Unit or Class B Common Units in accordance with Sections 17.3, 18.3, 19.3, 21.3, 22.3 and 23.2, respectively.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 16 with respect to any Partnership the Series A Preferred Units, other than any Partnership Units issued Article 17 with respect to the General Partner Series B Preferred Units, Article 18 with respect to the Series J Preferred Units, Article 19 with respect to the Series K Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this clause (b) would prevent the Partnership from making a distribution to the holders of Series B Preferred Units in accordance with Section 5.117.3, the General Partner holders of Series J Preferred Units in accordance with Section 18.3 and the Partnership shall take into account the provisions holders of Series K Preferred Units in accordance with Section 16.4 hereof19.3.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership to the Holders as of any Partnership Record Date: Partners who are Partners on the applicable record date with respect to such distribution, (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Datethe applicable record date); and , and, (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to the Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with respect Article 4 hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, (i) to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”) "), and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this clause (b) would prevent the Partnership from making a distribution to the holders of Series A Preferred Units in accordance with Section 5.1, 16.2 and (ii) to distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership by a Limited Partner under Section 707 of the Code or the Regulations thereunder; provided that the General Partner of and the Partnership -------- shall take into account the provisions not have liability to a Limited Partner under any circumstances as a result of Section 16.4 hereofany distribution to a Limited Partner being so treated.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, portion (and at such times, ) as the General Partner may, in its sole and absolute discretion, determine, of the Available Cash to the Holders as of any Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner IMC REIT in connection with the issuance of REIT Shares by the General PartnerIMC REIT, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerIMC REIT’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General PartnerIMC REIT, for so long as the General Partner IMC REIT has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General PartnerIMC REIT, eliminate any U.S. federal income or excise tax liability of the General PartnerIMC REIT. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof hereof, and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject The Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, Available Cash generated by the Company to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit DesignationMembers who are Members on the applicable record date with respect to such distribution, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i1) first, with respect to any Partnership Units class or series of Company Interests that are entitled to any preference in distribution, in accordance with the rights of Holders such class or series of Company Interests (and within such class(es) of Partnership Units (and, within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Datethe applicable record date); , and (ii2) second, with respect to any Partnership Units class or series of Company Interests that are not entitled to any preference in distributiondistributions, pro rata to each such class or series in accordance with the rights of Holders terms of such class(es) class or series to the Members who are Members of Partnership Units, as applicable such class or series on the Company Record Date with respect to such distribution (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Company Record Date). Distributions payable with respect to any Partnership UnitsUnless otherwise expressly provided for herein or in an agreement, other than any Partnership Units issued to the General Partner if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class or series of Company Interests created in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Company Interest shall be prorated based on the portion of the period that such Partnership Units were outstandingentitled to a distribution in preference to any other Company Interest. The General Partner Managing Member shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership Company to distribute sufficient amounts to enable the General PartnerManaging Member, for so long as the General Partner Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) ), and (b) except to the extent otherwise determined by the General PartnerManaging Member, eliminate avoid any U.S. federal income or excise tax liability of the General PartnerManaging Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the holders of Series A Preferred Units in accordance with Section 13.2. Notwithstanding anything Except as prohibited by the Charter or Maryland law, in the forgoing event that Brookfield DTLA Fund Properties II LLC makes a distribution to the contraryCompany, the Managing Member shall authorize, and the Company shall make, a Holder like distribution out of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereoflegally available funds.

Requirement and Characterization of Distributions. Subject to the terms of Sections 16.2 and 17.2 and/or the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner Board may cause the Partnership Company to distribute such amounts, at such times, as the General Partner Board may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first: A. First, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests in each class of such class Units held on such Partnership Record Date); and (ii) secondand B. Second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders such class of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of in such class of Units held on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made made, other than any Units issued to MIC in connection with the issuance of Shares or Capital Shares by MIC, shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner MIC shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerMIC’s qualification intent to qualify as a REIT, to cause the Partnership Company to distribute sufficient amounts to enable the General PartnerMIC, for so long as the General Partner MIC has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements REIT Requirements (it being understood that such requirement shall not apply for qualifying the taxable year ending December 31, 2020 and for any subsequent taxable year unless and until MIC determines it is realistically able to re-qualify as a REIT under the Code and Regulations (the “REIT Requirements”REIT) and (b) except to the extent otherwise determined by the General PartnerBoard, eliminate any U.S. federal income or excise tax liability of the General PartnerMIC. Notwithstanding anything in the forgoing foregoing to the contrary, (i) a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 19 hereof and (ii) a Holder of Performance Units will be entitled to distributions with respect to a Performance Unit as set forth in Article 20 hereof, and, in each case, in making distributions pursuant to this Section 5.1, the General Partner of the Partnership Board shall take into account the provisions of Section 16.4 19.4 hereof and Section 20.4 hereof, as applicable.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Membership Interest set forth in a Partnership any Membership Unit Designation, the General Partner Managing Member may cause the Partnership Company to distribute such amounts, at such times, as the General Partner Managing Member may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Company Record Date: (ia) first, with respect to any Partnership Membership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Membership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Company Record Date); and (iib) second, with respect to any Partnership Membership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Membership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Company Record Date). Distributions payable with respect to any Partnership Membership Units, other than any Partnership Membership Units issued to the General Partner Managing Member in connection with the issuance of REIT Shares by the General PartnerManaging Member, that were not outstanding during the entire quarterly period in respect of which any distribution is made made, shall be prorated based on the portion of the period that such Partnership Membership Units were outstanding. The General Partner Managing Member shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerManaging Member’s qualification as a REIT, to cause the Partnership Company to distribute sufficient amounts to enable the General PartnerManaging Member, for so long as the General Partner Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (bii) except to the extent otherwise determined by the General PartnerManaging Member, eliminate any U.S. federal income or excise tax liability of the General PartnerManaging Member. Notwithstanding anything in the forgoing foregoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner Managing Member of the Partnership Company shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder terms of any Partnership Interest set forth in a Partnership Unit Designation or Investor Unit Right Designation, the Managing General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the Managing General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units or Investor Unit Rights that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units or Investor Unit Rights (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); , and (ii) second, with respect to any Partnership Units or Investor Unit Rights that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership UnitsUnits or Investor Unit Rights, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, or Investor Unit Rights that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units or Investor Unit Rights were outstanding. Notwithstanding the foregoing, the Managing General Partner, in its sole and absolute discretion, may distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The Managing General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s WEA's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General (i) any Special Limited Partner has determined to qualify as a REIT, transfer funds to WEA and (ii) WEA to pay stockholder shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") ----------------- and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General PartnerWEA. Notwithstanding anything the foregoing, in the forgoing event any Excluded Property (or the proceeds therefrom) has not been contributed to the contraryPartnership pursuant to Section 4.10, a Holder of LTIP the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash and as if each Excluded Property had been contributed to the Partnership in exchange for Partnership Common Units will only pursuant to Section 4.10; provided, however, that in the event any -------- ------- Excluded Property (or the proceeds therefrom) has not been contributed to the Partnership pursuant to Section 4.10, any distributions to be entitled to distributions made with respect to an LTIP Unit as set forth the Managing General Partner's Partnership Units and the Special Limited Partners' Partnership Units shall in Article 16 hereof and the aggregate be reduced to the extent of any REIT Available Cash (such aggregate reduction in making distributions pursuant to this Section 5.1, be allocated between the Managing General Partner and the Special Limited Partners, and among their respective Partnership Common Units and Partnership Preferred Units, in the sole discretion of the Partnership Managing General Partner). Subject to the applicable Partner Unit Designation, each Limited Partner shall take into account receive a pro rata share of Distributions under Article 5 hereof in an amount equal to the provisions distributions such Limited Partner would have received if such Limited Partner held one REIT Share (bearing the same designations as the actual Partner Unit Right held by such Limited Partner) for each of Section 16.4 hereofsuch Limited Partner's Unit Rights.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 17 with respect to any Partnership the Series D Preferred Units, other than any Partnership Units issued in Article 18 with respect to the General Partner Series E Preferred Units, in Article 19 with respect to the Series F Preferred Units, in Article 21 with respect to the Series H Preferred Units, in Article 22 with respect to the Series I Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s AMB's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the sole stockholder of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will REIT (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing AMB, except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Section 16.4 hereofSeries D Preferred Units, Series E Preferred Units, Series F Preferred Units, or Series H Preferred Units in accordance with Sections 17.3, 18.3, 19.3, 21.3 and 22.3, respectively.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 16 with respect to any Partnership the Series A Preferred Units, other than any Partnership Units issued Article 17 with respect to the General Partner Series B Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has 33 determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Series B Preferred Units in accordance with Section 16.4 hereof17.3.

Requirement and Characterization of Distributions. Subject to the terms of Sections 16.3 and 17.2 and/or the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record Date: Date with respect to such quarter: (i) firstFirst, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests in each class of such class Partnership Units held on such Partnership Record Date); and and (ii) secondSecond, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of in such class of Partnership Units held on such Partnership Record Date). Distributions payable with respect to any Partnership UnitsUnits that were not outstanding during the entire quarterly period in respect of which any distribution is made, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares or Capital Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the General Partner, in its sole and absolute discretion, may cause the Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing foregoing to the contrary, (i) a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 18 hereof and (ii) a Holder of Performance Units will be entitled to distributions with respect to a Performance Unit as set forth in Article 19 hereof, and, in each case, in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 18.4 hereof and 19.4 hereof., as applicable. LA\4346025.6

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); , and (ii) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Unitholders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s 's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); , and (ii) second, with respect to any Partnership Units Partner ship Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Percent age Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Unitholders Available Cash on a more frequent basis and provide for an appropriate record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s 's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder shareholder dividends that will (a) satisfy the requirements for qualifying qualification as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Unless otherwise expressly provided for in Article 16 with respect to any the Series A Preferred Units and in an agreement, if any, at the time a new class of Partnership UnitsInterests is created in accordance with Article 4, other than any no Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject (a) The General Partner shall distribute at least quarterly an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause Partners who are Partners on the Partnership Record Date with respect to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: quarter or shorter period (i) first, to the General Partner and the Gables Trust (in proportion to the number of Series A Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of Gables Trust Series A Preferred Shares for such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date)quarter or shorter period; and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, the Partners in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable ; provided that in no event may a Partner receive a distribution of Available Cash with respect to any a Partnership UnitsUnit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, other than any Partnership Units issued and further provided that no distributions shall be made pursuant to clause (ii) above unless all cumulative dividends with respect to the General Partner Gables Trust Series A Preferred Shares for all past dividend periods and the then current dividend period have been or contemporaneously are (x) declared and paid in connection with full or (y) declared and a sum sufficient for the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution full payment thereof is made shall be prorated based on the portion of the period that set apart for such Partnership Units were outstandingpayment. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s Gables Trust's qualification as a REIT, to cause distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership to distribute sufficient amounts to enable by a Limited Partner under Section 707 of the General Partner, for so long as Code or the Regulations thereunder; provided that the General Partner has determined and the Partnership shall not have liability to qualify a Limited Partner under any circumstances as a REIT, result of any distribution to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and Limited Partner being so treated. (b) except Notwithstanding anything to the extent otherwise determined by contrary above, the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing Partnership shall cause to be distributed to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof Gables Trust and in making distributions pursuant to this Section 5.1, the General Partner (in proportion to the number of Series A Preferred Units owned by each) an amount that in the Partnership shall take into account aggregate is equal to the provisions aggregate amount necessary to redeem any Gables Trust Series A Preferred Shares which have been called for redemption by the Gables Trust, at such time as is necessary to facilitate any such redemption. Such distribution will cause a redemption of Section 16.4 hereofa like number of Series A Preferred Units.

Requirement and Characterization of Distributions. Subject to the terms of Sections 16.2 and 17.2 and/or the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first: A. First, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests in each class of such class Partnership Units held on such Partnership Record Date); and (ii) secondand B. Second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of in such class of Partnership Units held on such Partnership Record Date). Distributions payable with respect to any Partnership UnitsUnits that were not outstanding during the entire quarterly period in respect of which any distribution is made, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares or Capital Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification intent to qualify as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements REIT Requirements (it being understood that such requirement shall not apply for qualifying the taxable year ending December 31, 2020 and for any subsequent taxable year unless and until General Partner determines it is realistically able to re-qualify as a REIT under the Code and Regulations (the “REIT Requirements”REIT) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing foregoing to the contrary, (i) a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 18 hereof and (ii) a Holder of Performance Units will be entitled to distributions with respect to a Performance Unit as set forth in Article 19 hereof, and, in each case, in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 18.4 hereof and 19.4 hereof, as applicable.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute quarterly an amount equal to 100% of Available Cash generated by the Partnership during such amounts, at quarter to the Partners who are Partners on the Partnership Record Date with respect to such times, as quarter in the General Partner may, in its sole and absolute discretion, determinefollowing order of priority: (i) First, to the Holders holders of the Preferred Partnership Units in such amount as of any is required for the Partnership Record Date: (i) first, to pay all distributions with respect to any such Preferred Partnership Units that are entitled to any preference in distribution, due or payable in accordance with the rights of Holders instruments designating such Preferred Partnership Units through the last day of such class(es) quarter; such distributions shall be made to such Partners in such order of priority and with such preferences as have been established with respect to such Preferred Partnership Units as of the last day of such calendar quarter; and then (and, within each such class, among ii) To the Holders holders of each such class, pro rata Common Partnership Units in proportion to their respective Percentage Interests of such class held with respect to Common Partnership Units on such Partnership Record Date); and (ii) second, provided that in no event may a Partner receive a distribution of Available Cash with respect to any a Partnership Units that are not Unit if such Partner is entitled to any preference in distribution, in accordance with the rights of Holders receive a distribution out of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Available Cash with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of a REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of Share for which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingUnit has been redeemed or exchanged. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s PPI's qualification as a REIT, to cause distribute Available Cash to the Limited Partners so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General by a Limited Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under Section 707 of the Code and or the Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1thereunder; provided that PPI, the General Partner of and the Partnership shall take into account not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated. Notwithstanding anything to the provisions contrary contained herein, in no event shall any Partner receive a distribution of Section 16.4 hereofAvailable Cash with respect to any Common Partnership Unit with respect to any quarter until such time as the Partnership has distributed to the holders of the Preferred Partnership Units an amount sufficient to pay all distributions payable with respect to such Preferred Partnership Units through the last day of such quarter, in accordance with the instruments designating such Preferred Partnership Units.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership make quarterly distributions of an amount equal to distribute 100% of Available Cash generated by the Partnership during such amounts, at quarter to the Partners who are Partners on the Partnership Record Date with respect to such times, as quarter in the General Partner may, in its sole and absolute discretion, determinefollowing order of priority: (i) First, to the Holders holders of the Preferred Partnership Units in such amount as of any is required for the Partnership Record Date: (i) first, to pay all distributions with respect to any such Preferred Partnership Units that are entitled to any preference in distribution, due or payable in accordance with the rights of Holders instruments designating such Preferred Partnership Units through the last day of such class(es) quarter; such distributions shall be made to such Partners in such order of priority and with such preferences as have been established with respect to such Preferred Partnership Units as of the last day of such calendar quarter; and (andii) Second, within each such class, among to the Holders of each such class, pro rata Partners in proportion to their respective Percentage Interests of such class in Common Partnership Units on such Partnership Record Date); and (ii) second, provided that in no event may a Partner receive a distribution of Available Cash with respect to any a Partnership Units that are not Unit if such Partner is entitled to any preference in distribution, in accordance with the rights of Holders receive a distribution out of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Available Cash with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of a REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of Share for which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstandingUnit has been redeemed or exchanged. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner"). Notwithstanding anything in the forgoing to the contrarycontrary contained herein, in no event shall any Partner receive a Holder distribution of LTIP Units will only be entitled to distributions Available Cash with respect to an LTIP any Common Partnership Unit with respect to any quarter until such time as set forth in Article 16 hereof and in making distributions pursuant the Partnership has distributed to this Section 5.1, the General Partner holders of the Preferred Partnership shall take into account Units an amount sufficient to pay all distributions payable with respect to such Preferred Partnership Units through the provisions last day of Section 16.4 hereofsuch quarter, in accordance with the instruments designating such Preferred Partnership Units."

Requirement and Characterization of Distributions. Subject to the rights distributions to be made to the Class A Special Unit Holder in accordance with Section 5.02 and subject to the terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute at least quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); ) and (ii2) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions At the election of the General Partner, distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall may be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s 's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the Managing General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the Managing General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any on the Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such classclass(es), among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); , and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. Notwithstanding the foregoing, the Managing General Partner, in its sole and absolute discretion, may distribute Available Cash to the Holders on a more or less frequent basis than quarterly and provide for an appropriate record date. The Managing General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Special Limited Partner’s 's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Special Limited Partner has determined to qualify as a REIT, to pay stockholder shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal Federal income or excise tax liability of the General Special Limited Partner. Notwithstanding anything the foregoing, in the forgoing event any Excluded Property (or the proceeds therefrom) has not been contributed to the contraryPartnership pursuant to Section 4.10, a Holder of LTIP the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Partnership in exchange for Partnership Common Units will only pursuant to Section 4.10; provided, however, that in the event any Excluded Property (or the proceeds therefrom) has not been contributed to the Partnership pursuant to Section 4.10, any distributions to be entitled to distributions made with respect to the Special Limited Partner's Partnership Units shall in the aggregate be reduced to the extent of any REIT Available Cash. Subject to the applicable Partner Unit Designation, each Limited Partner shall receive a pro rata share of Distributions under this Article 5 in an LTIP amount equal to the distributions such Limited Partner would have received if such Limited Partner held one REIT Share (bearing the same designations as the actual Partner Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner Right held by such Limited Partner) for each of the Partnership shall take into account the provisions of Section 16.4 hereofsuch Limited Partner's Unit Rights.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, determine to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner, Parent or any Parent Subsidiary Partner in connection with the issuance of REIT Parent Shares by the General PartnerParent, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerParent’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General PartnerParent, for so long as the General Partner Parent has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General PartnerParent, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofParent.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership during such quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i) first, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units Interests (and, within each such class, among the Holders of each such classclass(es), pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); , and (ii) second, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Notwithstanding the preceding sentence, in the event that items of Partnership income are specially allocated pursuant to Section 6.3E hereof (relating to the absence of an effective registration statement for the sale of shares of common stock of the Parent REIT), distributions with respect to Partnership Common Units shall first be made in accordance with such allocations, with any excess distributed pro rata in accordance with the preceding sentence. Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Unitholders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerParent REIT’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, Parent REIT to pay stockholder shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) , and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofParent REIT.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute quarterly all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, of Available Cash generated by the Partnership to the Holders as of any Partners who are Partners on the applicable Partnership Record Date: Date with respect to such distribution, (i1) first, with respect to any class or series of Partnership Units Interests that are entitled to any preference in distributiondistributions, in accordance with the rights of Holders of such class(es) class or series of Partnership Units Interests (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such the applicable Partnership Record Date); , and (ii2) second, with respect to any class or series of Partnership Units Interests that are not entitled to any preference in distributiondistributions, pro rata to each such class or series in accordance with the rights of Holders terms of such class(es) class or series to the Partners who are Partners of such class or series on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such classclass or series, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable , subject to any limitations on distributions with respect to any Partnership class of Profits Interest Units. Unless otherwise expressly provided for herein or in an agreement, other than any Partnership Units issued to the General Partner if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class or series of Partnership Interests created in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) ), and (b) except to the extent otherwise determined by the General Partner, eliminate avoid the imposition of any U.S. federal income or excise tax liability of on the General Partner. Notwithstanding anything in the forgoing , except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions Holders of Series C Preferred Units in accordance with Section 16.4 hereof21.2, Series G Preferred Units in accordance with Section 22.2, Series I Preferred Units in accordance with Section 24.2, Series J Preferred Units in accordance with Section 25.2, Series K Preferred Units in accordance with Section 26.2 and Series L Preferred Units in accordance with Section 27.2.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a "Preferred Distribution Shortfall"), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 16 with respect to any Partnership the Series C Preferred Units, other than any Partnership Units issued in Article 17 with respect to the General Partner Series D Preferred Units, in Article 18 with respect to the Series E Preferred Units, in Article 19 with respect to the Series F Preferred Units, in Article 20 with respect to the Series G Preferred Units, in Article 21 with respect to the Series H Preferred Units and in an agreement, if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s AMB's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the sole stockholder of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will REIT (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “"REIT Requirements”") and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.the

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (ia) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (iib) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (ai) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (bii) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

Requirement and Characterization of Distributions. Subject to the rights terms of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may shall cause the Partnership to distribute at least quarterly all Available Cash generated by the Partnership during such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, quarter to the Holders as of any Partnership Units on such Partnership Record DateDate with respect to such quarter: (i1) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such classSeries A Preferred Units, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date, in an amount equal to the Series A Preferred Priority Return (as further set forth in Section 16.2(A) of this Agreement); and , (ii2) second, to Holders of Series B Preferred Units, pro rata in proportion to their respective Percentage Interests on such Partnership Record Date, in an amount equal to the Series B Preferred Priority Return (as further set forth in Section 17.2(A) of this Agreement), (3) third, with respect to any Partnership Interests that are entitled to any preference in distribution ranking junior to the Series A Preferred Units and Series B Preferred Units, in accordance with the rights of such class(es) of Partnership Interests (and, within such class(es), pro rata in proportion to the respective Percentage Interests on such Partnership Record Date) and (4) fourth, with respect to any Partnership Interests that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units, as applicable Interests (and, within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units units were outstanding. The General Partner in its sole and absolute discretion may distribute to the Holders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerParent’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, Parent to pay stockholder dividends that will (a) satisfy the requirements for qualifying its qualification as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General PartnerParent, eliminate in its sole and absolute discretion, avoid any U.S. federal income or excise tax liability of the General PartnerParent. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Contingent Conversion Units will only shall not be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereofdistributions.

Requirement and Characterization of Distributions. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the The General Partner may shall cause the Partnership to distribute all, or such amounts, at such times, portion as the General Partner may, may in its sole and absolute discretion, discretion determine, to Available Cash generated by the Holders as of any Partnership Record Date: (i) first, to the extent that the amount of cash distributed with respect to any Partnership Interests that are entitled to any preference in distribution for any prior distribution period was less than the required distribution for such outstanding Partnership Interests for such prior distribution period, and to the extent such deficiency has not been subsequently distributed pursuant to this Section 5.1 (a “Preferred Distribution Shortfall”), in accordance with the rights of such class of Partnership Interests (and within such class, pro rata in proportion to the respective Percentage Interests on the applicable record date) and to the Partners who are Partners on the applicable record date with respect to such distribution, (ii) second, with respect to any Partnership Units Interests that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) class of Partnership Units Interests (and, and within each such class, among the Holders of each such class, pro rata in proportion to their the respective Percentage Interests of such class on such Partnership Record Date); the applicable record date) and (iiiii) secondthird, with respect to any Partnership Units Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and in accordance with the rights of Holders terms of such class(es) class to Partners who are Partners of such class on the Partnership Units, as applicable Record Date with respect to such distribution (and, and within each such class, among the Holders of each such class, pro rata in proportion to their with the respective Percentage Interests of such class on such Partnership Record Date). Distributions payable Except as expressly provided for in Article 23 with respect to any Partnership Unitsthe Class B Common Units and in an agreement, other than any Partnership Units issued to the General Partner if any, entered into in connection with the issuance creation of REIT Shares by the General Partnera new class of Partnership Interests in accordance with Article 4, that were not outstanding during the entire quarterly period in respect of which any distribution is made no Partnership Interest shall be prorated based on the portion of the period that such entitled to a distribution in preference to any other Partnership Units were outstandingInterest. The General Partner shall make take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General PartnerAMB’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable AMB, in its capacity of general partner of the Operating Partnership, and the owner of 100% of the equity interests of the General Partner, for to pay stockholder dividends that will, so long as the General Partner AMB has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate avoid any U.S. federal Federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing AMB, except to the contrary, extent that a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions distribution pursuant to this Section 5.1, the General Partner of clause (b) would prevent the Partnership shall take into account from making a distribution to the provisions holders of Class B Common Units in accordance with Section 16.4 hereof23.2.