Common use of Requirement and Characterization of Distributions Clause in Contracts

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 hereof, the Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their relative Preferred Return Shortfalls at the end of the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0), provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member Shortfall”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(2) and Sections 5.6.A(1) and 5.6.B(1). (3) Thereafter, the Managing Member may, in its sole discretion, cause the Company to distribute all Available Cash remaining after the distributions provided for in Section 5.1.A(1)

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 hereof, the The Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member UnitsUnits (whether held by a Non-Managing Member or the Managing Member), in accordance with their relative Preferred Return Shortfalls at the end of the Payment QuarterShortfalls, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0)zero, provided, however, that in the event a Reduction Date occurs during any Payment Quarterthe number of Non-Managing Member Units is reduced pursuant to Section 5.6.B hereof, a distribution shall be made under this Section 5.1.A(15.1.A (1) on the first (and only the first) LLC Distribution Date associated with occurring after such Payment Quarter reduction to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the such LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on such LLC Distribution Date (the last day of such Payment Quarter "Subsequent Distribution Date") by a fraction, the numerator of which shall be the number of days beginning in the period commencing on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date most recently preceding the Reduction Date (the "Prior Distribution Date") and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which period commencing on the Reduction Prior Distribution Date occursand ending on the Subsequent Distribution Date. (2) Second, to the Managing Member Member, the Managing Member's Capital Return Shortfall, until the Managing Member has received an amount equal Member's Capital Return Shortfall is zero; (3) Third, to the excess (the “Managing Member Shortfall”)the Amortization until the Amortization Shortfall is zero; and (4) Fourth, 17% of the remaining balance, if any, to the holders of the Non-Managing Member Units (Awhether held by a Non-Managing Member or the Managing Member) in proportion to their outstanding Non-Managing Member Units as of the amount LLC Record Date; and 83% of cash that must be distributed such remaining balance to the holder of the Managing Member Units as of the LLC Record Date. Set forth on Exhibit D are examples of the application of the provisions of this Section 5.1.A based upon assumed amounts of Available Cash and other assumptions reflected in Exhibit D. B. The Managing Member shall take such that aggregate distributions of cash pursuant reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made cause the Company to all Members pro rata distribute sufficient amounts to the Members’ Percentage Interests, over (B) the sum of all prior distributions to enable the Managing Member pursuant to this Section 5.1.A(2pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Sections 5.6.A(1Regulations ("REIT Requirements"), and (b) and 5.6.B(1). (3) Thereafter, except to the extent the Managing Member mayelects, in its sole discretion, cause not to make such distributions, avoid any federal income or excise tax liability of the Company to distribute all Available Cash remaining after the distributions provided for in Section 5.1.A(1)Managing Member.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 hereof, the Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their relative Preferred Return Shortfalls at the end of the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0)zero, provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member Shortfall”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(2) and Sections 5.6.A(1) and 5.6.B(1). (3) Thereafter, the Managing Member may, in its sole discretion, cause the Company to distribute all Available Cash remaining after the distributions provided for in Section 5.1.A(1) and 5.1.A.(2) above to the Members in proportion to their Sharing Percentages. B. The Managing Member may take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent the Managing Member elects, in its sole discretion, not to make such distributions, avoid any federal income or excise tax liability of the Managing Member.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 hereof, the The Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “"Payment Quarter”") as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their relative Preferred Return Shortfalls at the end of the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0)zero, provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member Shortfall”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(2) and Sections 5.6.A(1) and 5.6.B(1). (3) Thereafter, the Managing Member may, in its sole discretion, cause the Company to distribute all Available Cash remaining after the distributions distribution provided for in Section 5.1.A(1) above shall be distributed to the Managing Member. B. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT Requirements"), and (b) except to the extent the Managing Member elects, in its sole and absolute discretion, not to make such distributions, avoid any federal income or excise tax liability of the Managing Member.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections Section 5.7 and 5.8 hereof, the Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their relative Preferred Return Shortfalls at the end of the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0-0-), provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(15.1A.(1) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(15.1A.(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member Shortfall”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(15.1A.(1), 5.1.A(25.1A.(2), 5.6.A(15.6A.(1) and 5.6.B(15.6B.(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(25.1A.(2) and Sections 5.6.A(15.6A.(1) and 5.6.B(15.6B.(1). (3) Third, to the holders of the Non-Managing Member Units, in an amount equal to the Second Tier Distribution Per Unit; provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1A.(3) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under Section 5.1A.(3) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (4) Fourth, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member Second Tier Distribution”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1A.(3) and 5.1A.(4) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1A.(4). (5) Thereafter, the Managing Member may, in its sole discretion, cause the Company to distribute all Available Cash remaining after the distributions provided for in Section 5.1.A(1Sections 5.1A.(1), 5.1A.(2), 5.1A.(3) and 5.1A.(4) above to the Members in proportion to their Sharing Percentages. B. The Managing Member for so long as it is a REIT Member or an Affiliate of a REIT Member may take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification or the qualification of any Affiliate thereof as a REIT, to cause the Company to distribute sufficient amounts to enable such REIT Member or any Affiliate thereof to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent the Managing Member elects, in its sole discretion, not to make such distributions, avoid any federal income or excise tax liability of such REIT Member or any Affiliate thereof.

Requirement and Characterization of Distributions. A. (a) Subject to (b) below, within 45 days following the provisions end of Sections 5.7 and 5.8 hereof, (i) the Managing Member shall cause the Company to distribute quarterly period beginning on the LLC Distribution Initial Closing Date all and ending on March 31, 1996 and (ii) each Quarter commencing with the Quarter beginning on April 1, 1996 an amount equal to 100% of Available Cash generated by the Company during the calendar quarter most recently ended prior with respect to the LLC Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member Units, such period or Quarter shall be distributed in accordance with their relative Preferred Return Shortfalls at this Article V by the end Partnership to the Partners, as of the Payment Quarter, until Record Date selected by the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0), General Partner in its reasonable discretion; provided, however, that in the event a Reduction Date occurs Partnership shall not make any distributions of Available Cash to the holders of Senior Subordinated Units, Junior Subordinated Units and General Partner Units with respect to any Quarter during the Partnership’s fiscal year 1999. All amounts of Available Cash distributed by the Partnership on any Payment Quarter, a distribution date from any source shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter deemed to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member Operating Surplus until the Managing Member has received an amount equal to the excess (the “Managing Member Shortfall”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions amounts of Available Cash theretofore distributed by the Partnership to the Managing Member Partners pursuant to this Section 5.1.A(25.4 equals the Operating Surplus from the Initial Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 5.5, be deemed to be from Capital Surplus. (b) Beginning with the distribution for the Quarter ending on December 31.1999, no distributions will be made on the Senior Subordinated Units, Junior Subordinated Units and Sections 5.6.A(1General Partner Units, unless the aggregate amount of distributions on all Units with respect to all Quarters, beginning with the Quarter ending on December 31, 1999 shall be equal to or less than the total Operating Surplus generated by the Partnership since October 1, 1999 (which does not include that portion of Operating Surplus included in clause (a)(i) and 5.6.B(1of the definition of Operating Surplus). (3c) ThereafterNotwithstanding the definitions of Available Cash and Operating Surplus contained herein, disbursements (including, without limitation, contributions to the Managing Member mayOperating Partnership or disbursements on behalf of the Operating Partnership) made or cash reserves established, increased or reduced (including, without limitation, cash reserves established, increased or reduced by the Operating Partnership) after the end of any Quarter but on or before the date on which the Partnership makes its distribution of Available Cash in respect of such Quarter pursuant to Section 5.3(a) shall be deemed to have been made, established, increased or reduced for purposes of determining Available Cash and Operating Surplus, within such Quarter if the General Partner so determines. Notwithstanding the foregoing, in its sole discretionthe event of the dissolution and liquidation of the Partnership, cause all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the Company to distribute all Available Cash remaining after terms and conditions of, Section 14.4. (d) Nothing in this Section 5.3 prohibits the holders of the Senior Subordinated Units, Junior Subordinated Units or General Partner Units from receiving distributions provided for from Capital Surplus in Section 5.1.A(1)a partial liquidation during the Subordination Period.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 hereof, the The Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their relative Preferred Return Shortfalls at the end of the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0)zero, provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member Shortfall”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(2) and Sections 5.6.A(1) and 5.6.B(1). (3) Thereafter, the Managing Member may, in its sole discretion, cause the Company to distribute all Available Cash remaining after the distributions provided for in Section 5.1.A(1) and 5.1.A.(2) above shall be distributed to the Members in proportion to their Sharing Percentages. B. The Managing Member may take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to make distributions in accordance with Section 5.1.A and Section 5.6 in sufficient amounts to enable the Managing Member to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) avoid any federal income or excise tax liability of the Managing Member.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 Except as set forth in Section 13.2 hereof, the Managing Member General Partner shall cause the Company Partnership to distribute quarterly on from time to time, but not less frequently than quarterly, all, or such portion as the LLC Distribution Date all Available General Partner may in its discretion determine, of Net Cash Flow generated by the Company Partnership during the calendar such quarter most recently ended prior to the LLC Distribution Partners who are Partners on the Partnership Payment Date (with respect to such quarter, and in the “Payment Quarter”) as followsfollowing priority: (1i) First, to the holders extent that the amount of cash already distributed to the General Partner for all prior quarters pursuant to clause (ii) below (other than the immediately preceding quarter) was less than the Series B Preferred Distribution for each of the Non-Managing Member outstanding Series B Preferred Units for all such quarters, and such deficiency was not previously distributed pursuant to this subsection (i) or paid as part of a Series B Preferred Unit Redemption Amount (a “Series B Preferred Distribution Shortfall”), Net Cash Flow shall be distributed to the General Partner in an amount equal to such Series B Preferred Distribution Shortfall for all such prior quarters. (ii) Second, Net Cash Flow shall be distributed to the General Partner in an amount equal to the Series B Preferred Distribution for the immediately preceding quarter for each outstanding Series B Preferred Unit then held by the General Partner. (iii) Third, Net Cash Flow shall be distributed to the Holders of Common Units, pro rata in accordance with their relative Preferred Return Shortfalls respective Common Units. Unless otherwise expressly provided for herein or in an agreement at the end time a new class of the Payment QuarterPartnership Interests is created in accordance with Article 4 hereof, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0), no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest; provided, however, that notwithstanding any other provision in this Agreement, from time to time and at such times as the event a Reduction Date occurs during General Partner shall determine, and prior to any Payment Quarterdetermination or distribution of Net Cash Flow pursuant to this Section 5.1, a distribution there shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter distributed to the holder General Partner from the revenues, proceeds or holders other funds of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fractionPartnership, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to any REIT Expenses (other than those described in clause (ii) of the excess (the “Managing Member Shortfall”definition of REIT Expenses), if any, of (A) the amount of cash that must be distributed to the Managing Member extent not paid or payable by the General Partner from cash distributions which it receives directly from any Property Partnerships on account of any interest in the Property Partnership which it holds directly (as opposed to through the Partnership). The General Partner shall take such that aggregate distributions of cash pursuant to Sections 5.1.A(1)reasonable efforts, 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(2) and Sections 5.6.A(1) and 5.6.B(1). (3) Thereafter, the Managing Member may, as determined by it in its sole discretionand absolute discretion and consistent with its qualification as a REIT, to cause the Company Partnership to distribute all Available Cash remaining after sufficient amounts to enable the distributions provided General Partner to pay shareholder dividends that will (X) satisfy the requirements for in Section 5.1.A(1)qualifying as a REIT under the Code and Regulations (“REIT Requirements”) and (Y) avoid any federal income or excise tax liability of the General Partner.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 hereof, the The Managing Member shall shall, subject to Section 5.3, cause the Company to distribute quarterly on the each LLC Distribution Date all and may, in its sole and absolute discretion, cause the Company to distribute on any other date (any such date of distribution pursuant to this Section 5.1.A a “Distribution Date”), Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC and any Property Appreciation as of such Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member Units, Units in accordance with their relative Preferred Return Shortfalls at the end as of the Payment Quarter, such Distribution Date until the Preferred Return Shortfall for is zero; (2) Second, to the holders of Managing Member Units until the holders of Managing Member Units have received cumulative distributions in an aggregate amount per unit equal to the excess (the “Managing Member Shortfall”) of (x) the amounts previously distributed with respect to each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0Unit pursuant to Section 5.1.A(1), 5.6.A(1), and 5.6.B(1) over (y) all amounts previously distributed with respect to each Managing Member Unit pursuant to this Section 5.1.A.(2) and 5.6.A(2) and 5.6.B(2); provided, however, that in the event a Reduction Date occurs during any Payment Quarterperiod beginning after the immediately preceding Distribution Date (or if there is no prior Distribution Date, the date hereof) and ending on such Distribution Date, a distribution shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter 5.1.A to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) 5.1.A in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter Distribution Date by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date such period and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurssuch period. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member Shortfall”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(2) and Sections 5.6.A(1) and 5.6.B(1). (3) Thereafter, the B. The Managing Member may, in its sole and absolute discretion, cause the Company to distribute on any date on which the Preferred Return Shortfall is zero all Available Cash remaining after making any distributions required pursuant to Section 5.1.A as follows: (x) one percent (1%) to the distributions provided for Non-Managing Member Unit holders in Section 5.1.A(1)proportion to the number of Non-Managing Member Units held by such holders and (y) ninety-nine percent (99%) to the Managing Member Unit holders in proportion to the number of Managing Member Units held by such holders.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 hereof, the Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their relative Preferred Return Shortfalls at the end of the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0)zero, provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member Shortfall”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(2) and Sections 5.6.A(1) and 5.6.B(1). (3) Thereafter, the Managing Member may, in its sole discretion, cause the Company to distribute all Available Cash remaining after the distributions provided for in Section 5.1.A(1) and 5.1.A.(2) above to the Members in proportion to their Sharing Percentages. B. The Managing Member may take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent the Managing Member elects, in its sole discretion, not to make such distributions, avoid any federal income or excise tax liability of the Managing Member.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections 5.7 and 5.8 hereof, the The Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “"Payment Quarter”") as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their relative Preferred Return Shortfalls at the end of the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0)zero, provided, however, that in the -------- ------- event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “"Managing Member Shortfall”"), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(1), 5.1.A(2), 5.6.A(1) and 5.6.B(1) shall have been made to all Members pro rata to the Members’ ' Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(2) and Sections 5.6.A(1) and 5.6.B(1). (3) Thereafter, the Managing Member may, in its sole discretion, cause the Company to distribute all Available Cash remaining after the distributions provided for in Section 5.1.A(1) and 5.1.A.(2) above shall be distributed to the Members in proportion to their Sharing Percentages. B. The Managing Member may take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to make distributions in accordance with Section 5.1.A and Section 5.6 in sufficient amounts to enable the Managing Member to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT Requirements"), and (b) avoid any federal income or excise tax liability of the Managing Member.

Requirement and Characterization of Distributions. A. Subject to the provisions of Sections Section 5.7 and 5.8 hereof, the Managing Member shall cause the Company to distribute quarterly on the LLC Distribution Date all Available Cash generated by the Company during the calendar quarter most recently ended prior to the LLC Distribution Date (the “Payment Quarter”) as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their relative Preferred Return Shortfalls at the end of the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero (0-0-), provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(15.1A.(1) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under this Section 5.1.A(15.1A.(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first (1st) day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, to the Managing Member until the Managing Member has received an amount equal to the excess (the “Managing Member ShortfallShortfal”), if any, of (A) the amount of cash that must be distributed to the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1.A(15.1A.(1), 5.1.A(25.1A.(2), 5.6.A(15.6A.(1) and 5.6.B(15.6B.(l) shall have been made to all Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions to the Managing Member pursuant to this Section 5.1.A(25.1A.(2) and Sections 5.6.A(15.6A.(1) and 5.6.B(15.6B.(l). (3) ThereafterThird, to the holders of the Non-Managing Member Units, in an amount equal to the Second Tier Distribution Per Unit; provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1A.(3) on the LLC Distribution Date associated with such Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the amount that would have been distributed on the LLC Distribution Date under Section 5.1A.(3) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which shall be the number of days beginning on the first day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (4) Fourth, to the Managing Member mayuntil the Managing Member has received an amount equal to the excess (the “Managing Member Second Tier Distribution”), in its sole discretionif any, cause of (A) the Company amount of cash that must be distributed to distribute the Managing Member such that aggregate distributions of cash pursuant to Sections 5.1A.(3) and 5.1A.(4) shall have been made to all Available Cash remaining after Members pro rata to the Members’ Percentage Interests, over (B) the sum of all prior distributions provided for in to the Managing Member pursuant to this Section 5.1.A(15.1A.(4).