Common use of Requirement and Characterization of Distributions Clause in Contracts

Requirement and Characterization of Distributions. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. First, to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, 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 and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.

Requirement and Characterization of Distributions. (a) The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period 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 following priority:aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series A Preferred Shares for such quarter or shorter period; and A. First(ii) second, to the General Partner and the Gables Trust (in proportion to the number of Series Z Preferred Units owned by each) an amount that in the aggregate equals the aggregate amount of the dividends declared and payable with respect to the Gables Trust Series Z Preferred Shares for such quarter or shorter period; and (iii) third, to the Partners in accordance with their respective Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to on such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage InterestsPartnership Record Date; provided, that PROVIDED THAT in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and any such distribution further provided that no distributions shall be made pursuant to clause (iii) above unless all cumulative dividends with respect to the Company; Gables Trust Series A Preferred Shares and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if the Gables Trust Series Z Preferred Shares for all past dividend periods and to the extent then current dividend period have been or contemporaneously are (x) declared and paid in full or (y) declared and a sum sufficient for the balance of full payment thereof is set apart for such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is madepayment. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s Gables Trust's qualification as a REIT, 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, provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated. (b) Notwithstanding anything to the contrary above, the Partnership shall cause to be distributed to the Gables Trust and the General Partner (in proportion to the number of Series A Preferred Units owned by each) an amount that in the aggregate is equal to the 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 a like number of Series A Preferred Units. (c) Notwithstanding anything to the contrary above, the Partnership shall cause to be distributed to the Gables Trust and the General Partner (in proportion to the number of Series Z Preferred Units owned by each) an amount equal to the aggregate amount necessary to redeem any Gables Trust Series Z 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 a like number of Series Z Preferred Units.

Requirement and Characterization of Distributions. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. First, to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) 6.1.A with respect to such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. B with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, 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 and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.

Requirement and Characterization of Distributions. A. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following order of priority: A. (i) First, to the Partners holders of Preferred Units in accordance with their Percentage Interests in arrears with respect such amount as is required for the Partnership to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) pay all distributions with respect to such immediately preceding calendar Preferred Units due or payable in accordance with the instruments designating such Preferred Units through the last day of such quarter or shorter period; such distributions shall be made to such Partners in such order of priority and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with such preferences as have been established with respect to all calendar quarters during such Preferred Units as of the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in last day of such calendar quarter or any preceding calendar quarter shorter period; and then (ii) To the holders of Common Units in proportion to their respective Percentage Interests in the same calendar year under Section 6.1.B. B. SecondCommon Units on such Partnership Record Date, subject to the Partners in accordance with their Percentage Interestsprovisions of Sections 5.1.B and 5.1.C; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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, provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated. B. If for any quarter or shorter period with respect to which a distribution is to be made (a "Distribution Period") Class B 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 available for distribution pursuant to Section 5.1.A(ii) above after distributions to all Preferred Units provided for in Section 5.1.A(i) above have been made ("Common Unit Available Cash") between the Partners who are holders of Class A Units ("Class A") and the Partners who are holders of Class B Units ("Class B") as follows: 1) Class A shall receive that portion of the Common Unit Available Cash (the "Class A Share") determined by multiplying the amount of Common Unit Available Cash by the following fraction:

Requirement and Characterization of Distributions. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following order of priority: A. (i) First, to the Partners holders of the Preferred Partnership Units in such amount as is required for the Partnership to pay all distributions with respect to such Preferred Partnership Units due or payable in accordance with their Percentage Interests the instruments designating such Preferred Partnership Units through the last day of such quarter; such distributions shall be made to such Partners in arrears such order of priority and with such preferences as have been established with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate such Preferred Partnership Units as of the Net Income allocable last day of such calendar quarter; and then (ii) to the Partners in accordance with proportion to their Percentage Interests under Section 6.1.A.(ii) with respect to such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their respective Percentage Interests in Common Partnership Units on such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage InterestsPartnership Record Date; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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, provided that the General Partner and the Partnership shall not have liability to a any Limited Partner under any circumstances as a result of any distribution to a such Limited Partner being so treated. Notwithstanding anything to the contrary contained herein, in no event shall any Partner receive a distribution of Available 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. The Except as set forth in Section 13.2 hereof, the Managing General Partner shall cause the Partnership to distribute at least quarterly all from time to time, but not less frequently than quarterly, all, or such portion as the Managing General Partner may in its sole discretion determine determine, of Available Net Cash Flow generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Payment Date with respect to such quarter or shorter period quarter, and in the following priority: A. (i) First, to the Partners in accordance with their Percentage Interests in arrears with respect extent that the amount of cash already distributed to the Managing General Partner for all prior quarters pursuant to clause (ii) below (other than the immediately preceding calendar quarter quarter) was less than the Convertible Preferred Distribution for each of the outstanding Convertible Preferred Units for all such quarters, and such deficiency was not previously distributed pursuant to this subsection (i) or paid as part of a Convertible Preferred Unit Redemption Amount (a "Convertible Preferred Distribution Shortfall"), Net Cash Flow shall be distributed to the Managing General Partner in an amount equal to such Convertible Preferred Distribution Shortfall for all such prior quarters. (1ii) Second, Net Cash Flow shall be distributed to the sum of (a) Managing General Partner in an amount equal to the Convertible Preferred Distribution for the immediately preceding quarter for each outstanding Convertible Preferred Unit then held by the Managing General Partner’s reasonable estimate of the . (iii) Third, Net Income allocable Cash Flow shall be distributed to the Partners holders of Common Units, pro rata in accordance with their Percentage respective Common Units. Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests under Section 6.1.A.(ii) with respect to such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners is created in accordance with their Percentage Interests Article 4 hereof, 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 calendar quarter times as the Managing General Partner shall determine, and prior to any determination or any preceding calendar quarter distribution of Net Cash Flow pursuant to this Section 5.1, there shall be distributed to the Managing General Partner from the revenues, proceeds or other funds of the same calendar year under Section 6.1.B. B. SecondPartnership, an amount equal to any REIT Expenses (other than those described in clause (ii) of the definition of REIT Expenses), to the Partners in accordance with their Percentage Interests; provided, that in no event may a extent not paid or payable by the Managing General Partner receive a distribution from cash distributions which it receives directly from any Property Partnerships on account of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners interest in the Property Partnership would also be equal which it holds directly (as opposed to or less than zero after such distribution is madethrough the Partnership). The Managing General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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 cause the Partnership by to distribute sufficient amounts to enable the Managing General Partner to pay shareholder dividends that will (X) satisfy the requirements for qualifying as a Limited Partner REIT under Section 707 the Code and Regulations ("REIT Requirements") and (Y) avoid any federal income or excise tax liability of the Code or the Regulations thereunder; provided, that the Managing General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treatedPartner.

Requirement and Characterization of Distributions. The A. Subject to the rights and preferences of any outstanding class or series of Preferred Units as set forth in the Certificate of Designations attached hereto, or as otherwise provided herein with respect to Partnership Interests other than Common Units, and except as provided in Section 5.01.B the General Partner shall distribute at least quarterly all or such portion as an amount of Available Cash in the sole and absolute discretion of the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that General Partner and to Common Unitholders who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. First, to the Partners in accordance with their respective Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to on such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage InterestsPartnership Record Date; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Common Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Common Share for which such Partnership Common Unit has been exchanged, exchanged and any such distribution shall instead be made to the Company; and providedprovided further that each Common Unitholder shall, further, that no LTIP Unitholder shall receive any distribution generally be entitled to distributions of an annual amount of Available Cash if and that is equal to the extent annual amount of dividends that a holder of the balance number of Common Shares into which such LTIP Common Unitholder’s Adjusted Capital Account Common Units could be redeemed at the then current Conversion Rate would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is madeentitled. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, to distribute Available Cash (a) 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, provided that the General Partner and the Partnership shall not have liability to a Limited any Partner under any circumstances as a result of any distribution to a Limited such Partner being so treatedtreated and (b) to satisfy the requirements for the Company to qualify as a REIT under the Code. Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with Article 4 hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest. B. Notwithstanding the provisions of Section 5.01.A above or any other provision of this Agreement, if for any period with respect to which a distribution is to be made (a “Distribution Period”), a “Newly Issued Unit” (as such term is defined below) is outstanding on the Partnership Record Date for such Distribution Period, there shall not be distributed in respect of such Newly Issued Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Unit in accordance with Section 5.01.A. Rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Unit has been outstanding during the Distribution Period and the denominator of which equals the total number of days in such Distribution Period. Any Available Cash not distributed to the holders of Units by operation of this Section 5.01.B shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses. The General Partner may, in its sole discretion, with respect to any distribution, waive the application of this Section 5.01.B such that a Newly Issued Unit shall receive the Full Distribution Amount (or any greater amount than would otherwise be received under this Section 5.01.B but not in excess of the Full Distribution Amount). For purposes of this Section 5.01.B, the term “Newly Issued Unit” shall mean, with respect to any Distribution Period, a Common Unit issued during such Distribution Period, except that the term “Newly Issued Unit” shall not include (i) a Common Unit issued to the Company as a result of the contribution by it of proceeds from the issuance of New Securities (as contemplated by Sections 4.02 and 4.03) or (ii) (unless otherwise provided by the General Partner) any Common Units issued in connection with a split on or unit dividend of the Common Units.

Requirement and Characterization of Distributions. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following order of priority: A. (i) First, to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate holders of the Net Income allocable Preferred Partnership Units in such amount as is required for the Partnership to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) pay all distributions with respect to such immediately preceding calendar quarter Preferred Partnership Units due or payable in accordance with the instruments designating such Preferred Partnership Units through the last day of such quarter; such distributions shall be made to such Partners in such order of priority and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with such preferences as have been established with respect to all such Preferred Partnership Units as of the last day of such calendar quarters during the same calendar year quarter; and then (bii) any Net Loss allocable to To the Partners in accordance with proportion to their respective Percentage Interests in Common Partnership Units on such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage InterestsPartnership Record Date; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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, provided that the General Partner and the Partnership shall 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 contrary contained herein, in no event shall any Partner receive a distribution of Available 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. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. (a) First, to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1i) the sum of (aA) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii6.l(a) with respect to such immediately preceding calendar quarter and (bB) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2ii) the sum of (aA) all distributions previously made under this subsection or under subsection B. (b) with respect to all calendar quarters during the same calendar year and (bB) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B.6.1(b). B. (b) Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership an OP 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 OP Unit has been exchanged, and any such distribution shall be made to the CompanyGeneral Partner; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the CompanySection 3.5 and STAG REIT’s qualification as a REIT, 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 and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.

Requirement and Characterization of Distributions. A. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following order of priority: A. (i) First, to the Partners holders of Preferred Units in accordance with their Percentage Interests in arrears with respect such amount as is required for the Partnership to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) pay all distributions with respect to such immediately preceding calendar Preferred Units due or payable in accordance with the instruments designating such Preferred Units through the last day of such quarter or shorter period; such distributions shall be made to such Partners in such order of priority and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with such preferences as have been established with respect to all calendar quarters during such Preferred Units as of the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in last day of such calendar quarter or any preceding calendar quarter shorter period; and then (ii) To the holders of Common Units in proportion to their respective Percentage Interests in the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage InterestsCommon Units on such Partnership Record Date; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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, provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated. B. Notwithstanding anything to the contrary contained herein, in no event shall a Partner receive a distribution of Available Cash with respect to any Common Unit with respect to any quarter or shorter period until such time as the Partnership has distributed to the holders of Preferred Units an amount sufficient to pay all distributions payable with respect to such Preferred Units through the last day of such quarter or shorter period, in accordance with the instruments designating such Preferred Units.

Requirement and Characterization of Distributions. The A. Subject to Section 5.6, on or before ninety (90) days after the end of each calendar quarter the General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners partners on the Partnership Record Date with respect for such calendar quarter an amount equal to 100% of the Available Cash for such calendar quarter or shorter period in the following order of priority: A. (1) First, to the Limited Partners pro rata in accordance with their respective Limited Partner Percentage Interests in arrears with respect Interests, until such time as the distribution made pursuant to this Section 5.1A(1) on account of each Limited Partnership Unit held by a Limited Partner for the immediately preceding calendar quarter in an amount equal which the distributions are made equals the cash dividend paid to (1) the sum common shareholders of (a) the General Partner’s reasonable estimate Partner on account of one share of common stock of the Net Income allocable General Partner for such calendar quarter; (2) Second, if there then exists a Current Year Deficit, to the Limited Partners pro rata in accordance with their respective Limited Partner Percentage Interests under until such time as the distribution made pursuant to this Section 6.1.A.(ii5.1A(2) with respect eliminates the Current Year Deficit; provided, however, that if Available Cash is not sufficient to such immediately preceding eliminate the Current Year Deficit for the calendar quarter year on account of which the distributions are made, any remaining Current Year Deficit shall not be carried forward and shall be disregarded in determining distributions to be made pursuant to this Section 5.1A in subsequent quarters; and (b3) Thereafter, to the General Partner’s determination of the Net Income so allocated in prior calendar quarters . B. Distributions made pursuant to this Section 5.1 shall be made in the same calendar yearforegoing order of priority, reduced by (2) with all Available Cash being distributed at the sum highest level of (a) all priority until that level of priority is completely satisfied before any Available Cash is distributed at a lower level of priority, and distributions previously at a lower level of priority not being made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable being only partially made if Available Cash is insufficient therefor. C. Anything contained herein to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of contrary notwithstanding, the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a quarterly distribution of Available Cash with respect to a made on account of each Limited Partnership Unit if such Partner is entitled for the calendar quarter which contains the Effective Date shall not exceed the dividend paid to receive a distribution out common shareholders of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, 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 and on account of a share of common stock of the Partnership shall not have liability to a Limited General Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.for the calendar quarter which contains the Effective Date, multiplied by

Requirement and Characterization of Distributions. The Except as set forth in Section 13.2 hereof, the Managing General Partner shall cause the Partnership to distribute at least quarterly all from time to time, but not less frequently than quarterly, all, or such portion as the Managing General Partner may in its sole discretion determine determine, of Available Net Cash Flow generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Payment Date with respect to such quarter or shorter period quarter, and in the following priority: A. (i) First, to the Partners in accordance with their Percentage Interests in arrears with respect extent that the amount of cash already distributed to the Managing General Partner for all prior quarters pursuant to clause (ii) below (other than the immediately preceding calendar quarter quarter) was less than the Convertible Preferred Distribution for each of the outstanding Convertible Preferred Units for all such quarters, and such deficiency was not previously distributed pursuant to this subsection (i) or paid as part of a Convertible Preferred Unit Redemption Amount (a "Convertible Preferred Distribution Shortfall"), Net Cash Flow shall be distributed to the Managing General Partner in an amount equal to such Convertible Preferred Distribution Shortfall for all such prior quarters. (1ii) Second, Net Cash Flow shall be distributed to the sum of (a) Managing General Partner in an amount equal to the Convertible Preferred Distribution for the immediately preceding quarter for each outstanding Convertible Preferred Unit then held by the Managing General Partner’s reasonable estimate of the . (iii) Third, Net Income allocable Cash Flow shall be distributed to the Partners holders of Common Units, pro rata in accordance with their Percentage respective Common Units. Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests under Section 6.1.A.(ii) with respect to such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners is created in accordance with their Percentage Interests Article 4 hereof, 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 calendar quarter times as the Managing General Partner shall determine, and prior to any determination or any preceding calendar quarter distribution of Net Cash Flow pursuant to this Section 5.1, there shall be distributed to the applicable General Partner from the revenues, proceeds or other funds of the same calendar year under Section 6.1.B. B. SecondPartnership, an amount equal to any REIT Expenses (other than those described in clause (ii) of the definition of REIT Expenses), to the Partners in accordance with their Percentage Interests; provided, that in no event may a extent not paid or payable by the Managing General Partner receive a distribution from cash distributions which it receives directly from any Property Partnerships on account of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners interest in the Property Partnership would also be equal which it holds directly (as opposed to or less than zero after such distribution is madethrough the Partnership). The Managing General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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 cause the Partnership by to distribute sufficient amounts to enable the Managing General Partner to pay shareholder dividends that will (X) satisfy the requirements for qualifying as a Limited Partner REIT under Section 707 the Code and Regulations ("REIT Requirements") and (Y) avoid any federal income or excise tax liability of the Code or the Regulations thereunder; provided, that the Managing General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treatedPartner.

Requirement and Characterization of Distributions. The A. Except as otherwise provided in Section 5.01.B. and subject to the Act and applicable law, the General Partner shall distribute at least on approximately a quarterly all or such portion as basis, to the General Partner may in its sole discretion determine and to holders of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that Restricted Common Units and Common Unitholders who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. First, to the Partners therefor in accordance with their respective Percentage Interests on such Partnership Record Date, such amount of the GAAP Net Income of the Partnership or amounts in arrears excess of such GAAP Net Income, as the Board of Directors of the Partnership shall determine. Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with Article IV hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest. B. Notwithstanding the provisions of Section 5.01.A. above or any other provision of this Agreement, if for any period with respect to which a distribution is to be made (a “Distribution Period”), a “Newly Issued Unit” (as such term is defined below) is outstanding on the immediately preceding calendar quarter Partnership Record Date for such Distribution Period, there shall not be distributed in respect of such Newly Issued Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Unit in accordance with Section 5.01.A. Rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Unit an amount equal to (1) the sum Full Distribution Amount multiplied by a fraction, the numerator of (a) which equals the General Partner’s reasonable estimate number of days such Newly Issued Unit has been outstanding during the Distribution Period and the denominator of which equals the total number of days in such Distribution Period. Any GAAP Net Income allocable not distributed to the Partners holders of Units by operation of this Section 5.01.B. shall be retained by the Partnership. The Board of Directors may, in accordance with their Percentage Interests under Section 6.1.A.(ii) its sole discretion, with respect to any distribution, waive the application of this Section 5.01.B. such immediately preceding calendar quarter and that a Newly Issued Unit shall receive the Full Distribution Amount (b) the General Partner’s determination or any greater amount than would otherwise be received under this Section 5.01.B. but not in excess of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, 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 and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.Full Distribution

Requirement and Characterization of Distributions. The A. Subject to Section 5.6, on or before ninety (90) days after the end of each calendar quarter the General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners partners on the Partnership Record Date with respect for such calendar quarter an amount equal to 100% of the Available Cash for such calendar quarter or shorter period in the following order of priority: A. (1) First, to the Limited Partners pro rata in accordance with their respective Limited Partner Percentage Interests in arrears with respect Interests, until such time as the distribution made pursuant to this Section 5.1A(1) on account of each Limited Partnership Unit held by a Limited Partner for the immediately preceding calendar quarter in an amount equal which the distributions are made equals the cash dividend paid to (1) the sum common shareholders of (a) the General Partner’s reasonable estimate Partner on account of one share of common stock of the Net Income allocable General Partner for such calendar quarter; (2) Second, if there then exists a Current Year Deficit, to the Limited Partners pro rata in accordance with their respective Limited Partner Percentage Interests under until such time as the distribution made pursuant to this Section 6.1.A.(ii5.1A(2) with respect eliminates the Current Year Deficit; provided, however, that if Available Cash is not sufficient to such immediately preceding eliminate the Current Year Deficit for the calendar quarter year on account of which the distributions are made, any remaining Current Year Deficit shall not be carried forward and shall be disregarded in determining distributions to be made pursuant to this Section 5.1A in subsequent quarters; and (b3) Thereafter, to the General Partner’s determination of the Net Income so allocated in prior calendar quarters . B. Distributions made pursuant to this Section 5.1 shall be made in the same calendar yearforegoing order of priority, reduced by (2) with all Available Cash being distributed at the sum highest level of (a) all priority until that level of priority is completely satisfied before any Available Cash is distributed at a lower level of priority, and distributions previously at a lower level of priority not being made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable being only partially made if Available Cash is insufficient therefor. C. Anything contained herein to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of contrary notwithstanding, the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a quarterly distribution of Available Cash with respect to a made on account of each Limited Partnership Unit if such Partner is entitled for the calendar quarter which contains the Effective Date shall not exceed the dividend paid to receive a distribution out common shareholders of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, 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 on account of a share of common stock of the General Partner for the calendar quarter which contains the Effective Date, multiplied by 197 a fraction (x) the numerator of which is the number of days from and including the Partnership shall not have liability Effective Date to a Limited Partner under any circumstances as a result and including the last day of any distribution to a Limited Partner being so treatedsuch calendar quarter, and (y) the denominator of which is the total number of days in such calendar quarter.

Requirement and Characterization of Distributions. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. (a) First, to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1i) the sum of (aA) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii6.l(a) with respect to such immediately preceding calendar quarter and (bB) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2ii) the sum of (aA) all distributions previously made under this subsection or under subsection B. (b) with respect to all calendar quarters during the same calendar year and (bB) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B.6.1(b). B. (b) Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership an OP 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 OP Unit has been exchanged, and any such distribution shall be made to the CompanyGeneral Partner; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the CompanySTAG REIT’s qualification as a REIT, 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 and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.

Requirement and Characterization of Distributions. The Subject to the rights and preferences of any outstanding class or series of Preferred Units as set forth in the Certificate of Designations therefor attached hereto, or as otherwise provided herein with respect to Partnership Interests other than Common Units, and except as provided in Section 5.1.B the General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that Common Unitholders who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. First, to the Partners in accordance with their respective Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to on such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage InterestsPartnership Record Date; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Common 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 Common Unit has been exchanged, exchanged and any such distribution shall instead be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, to distribute Available Cash (a) 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, provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treatedtreated and (b) to satisfy the requirements for qualifying as a REIT under the Code. Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with Article 4 hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest. A. Notwithstanding the provisions of Section 5.1.A above or any other provision of this Agreement, if for any quarter or shorter period with respect to which a distribution is to be made (a “Distribution Period”), a “Newly Issued Unit” (as such term is defined below) is outstanding on the Partnership Record Date for such Distribution Period, there shall not be distributed in respect of such Newly Issued Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Unit in accordance with Section 5.1.A. Rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Unit has been outstanding during the Distribution Period and the denominator of which equals the total number of days in such Distribution Period. Any Available Cash not distributed to the holders of Units by operation of this Section 5.1.B shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses. The General Partner may, in its sole discretion, with respect to any distribution, waive the application of this Section 5.1.B such that a Newly Issued Unit shall receive the Full Distribution Amount (or any greater amount than would otherwise be received under this Section 5.1.B but not in excess of the Full Distribution Amount). For purposes of this Section 5.1.B, the term “Newly Issued Unit” shall mean, with respect to any Distribution Period, a Common Unit issued during such Distribution Period, except that the term “Newly Issued Unit” shall not include (i) a Common Unit issued: to the Company as a result of the contribution by it of proceeds from the issuance of New Securities (as contemplated by Sections 4.2 and 4.3) or (ii) (unless otherwise provided by the General Partner) any Common Units issued in connection with a split on or unit dividend of the Common Units.

Requirement and Characterization of Distributions. A. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following order of priority: A. (i) First, to the Partners holders of Preferred Units in accordance with their Percentage Interests in arrears with respect such amount as is required for the Partnership to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) pay all distributions with respect to such immediately preceding calendar Preferred Units due or payable in accordance with the instruments designating such Preferred Units through the last day of such quarter or shorter period; such distributions shall be made to such Partners in such order of priority and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with such preferences as have been established with respect to all calendar quarters during such Preferred Units as of the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in last day of such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B.shorter period; and then B. Second, to (ii) To the Partners in accordance with proportion to their respective Percentage InterestsInterests in the Common Units on such Partnership Record Date, subject to the provisions of Section 5.1.B and 5.1.C; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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, provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated. B. If for any quarter or shorter period with respect to which a distribution is to be made (a "Distribution Period") Class B 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 available after distributions to all Preferred Units ("Common Unit Available Cash") between the Partners who are holders of Class A Units ("Class A") and the Partners who are holders of Class B Units ("Class B") as follows: 1) Class A shall receive that portion of the Common Unit Available Cash (the "Class A Share") determined by multiplying the amount of Available Cash by the following fraction: A x Y ----------------- (A x Y)+(B x X) 2) Class B shall receive that portion of the Common Unit Available Cash (the "Class B Share") determined by multiplying the amount of Available Cash by the following fraction: B x X ------------------- (A x Y)+(B x X) 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) "B" equals the number of Class B 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 B Units were issued and outstanding. The Class A Share shall be distributed among Partners holding Class A Units on the 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 B Share shall be distributed among the Partners holding Class B Units on the Partnership Record Date for the Distribution Period in accordance with the number of Class B Units held by each Partner on such Partnership Record Date. In no event shall any Class B Units be entitled to receive any distribution of Available Cash for any Distribution Period ending prior to the date on which such Class B Units are issued.

Requirement and Characterization of Distributions. A. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following order of priority: A. (i) First, to the Partners holders of Preferred Units in accordance with their Percentage Interests in arrears with respect such amount as is required for the Partnership to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) pay all distributions with respect to such immediately preceding calendar Preferred Units due or payable in accordance with the instruments designating such Preferred Units through the last day of such quarter or shorter period; such distributions shall be made to such Partners in such order of priority and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with such preferences as have been established with respect to all calendar quarters during such Preferred Units as of the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in last day of such calendar quarter or any preceding calendar quarter shorter period; and then (ii) To the holders of Common Units in proportion to their respective Percentage Interests in the same calendar year under Section 6.1.B. B. SecondCommon Units on such Partnership Record Date, subject to the Partners in accordance with their Percentage Interestsprovisions of Sections 5.1.B and 5.1.C; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been redeemed or exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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, provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated. B. If for any quarter or shorter period with respect to which a distribution is to be made (a “Distribution Period”) Class B 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 available for distribution pursuant to Section 5.1.A(ii) above after distributions to all Preferred Units provided for in Section 5.1.A(i) above have been made (“Common Unit Available Cash”) between the Partners who are holders of Class A Units (“Class A”) and the Partners who are holders of Class B Units (“Class B”) as follows: 1) Class A shall receive that portion of the Common Unit Available Cash (the “Class A Share”) determined by multiplying the amount of Common Unit Available Cash by the following fraction: 2) Class B shall receive that portion of the Common Unit Available Cash (the “Class B Share”) determined by multiplying the amount of Common Unit 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) “B” equals the number of Class B 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 B Units were issued and outstanding. The Class A Share shall be distributed among Partners holding Class A Units on the 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 B Share shall be distributed among the Partners holding Class B Units on the Partnership Record Date for the Distribution Period in accordance with the number of Class B Units held by each Partner on such Partnership Record Date. In no event shall any Class B Units be entitled to receive any distribution of Available Cash for any Distribution Period ending prior to the date on which such Class B Units are issued. C. In the event that Class B Units which have been issued on different dates are outstanding on the Partnership Record Date for any Distribution Period, then the Class B Units issued on each particular date shall be treated as a separate series of Common Units for purposes of making the allocation of Common Unit Available Cash for such Distribution Period among the holders of Common 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 B Units are outstanding on the Partnership Record Date for any Distribution Period, the allocation formula for each series, “Series B1” and “Series B2,” would be as follows: 1) Series B1 shall receive that portion of the Common Unit Available Cash determined by multiplying the amount of Common Unit Available Cash by the following fraction: B1 x X1 (A x Y)+(B1 x X1)+(B2 x X2) 2) Series B2 shall receive that portion of the Common Unit Available Cash determined by multiplying the amount of Common Unit Available Cash by the following fraction: B2 x X2 (A x Y)+(B1 x X1)+(B2 x X2) 3) For purposes of the foregoing formulas the definitions set forth in Section 5.1.B.3 remain the same except that (i) “B1” equals the number of Common Units in Series B1 outstanding on the Partnership Record Date for such Distribution Period; (ii) “B2” equals the number of Common Units in Series B2 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 B1 were issued and outstanding; and (iv) “X2” equals the number of days in the Distribution Period for which the Common Units in Series B2 were issued and outstanding.

Requirement and Characterization of Distributions. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priorityorder: A. First(1) first, at the time and in the manner set forth in the applicable Partnership Unit Designation, to each holder of Partnership Interests of a class or series that is entitled to a preference in distribution, in accordance with the rights of such class or series of Partnership Interests (and, within such class or series, pro rata in proportion to the respective Partnership Interests on such Partnership Record Date); and (2) second, to the Partners extent there is Available Cash after payment of any preference in distribution under the foregoing clause (1), to the holders of Partnership Interests that are not entitled to any preference in distribution, pro rata to each class or series in accordance with the terms of such class or series (and within each class or series pro-rata in proportion to their respective Percentage Interests in arrears on such Partnership Record Date). Unless otherwise specifically agreed to by the General Partner, distributions payable with respect to any Partnership Units that were not outstanding during the immediately preceding calendar quarter entire quarterly or shorter period in an amount equal to (1) respect of which distribution is made shall be prorated based on the sum of (a) the General Partner’s reasonable estimate portion of the Net Income allocable period that such Units were outstanding. Notwithstanding anything to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar yearcontrary contained herein, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may shall a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to exchanged or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is maderedeemed. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s 's qualification as a REIT, to distribute Available Cash (a) 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, provided that the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treatedtreated and (b) to the Company in amounts sufficient to enable the Company to pay shareholder dividends that will (1) satisfy the requirements for qualifying or reelecting as a REIT under the Code and Regulations and (2) avoid any federal income or excise tax liability for the Company. 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 Article 4, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest.

Requirement and Characterization of Distributions. The General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine an amount equal to 100% of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. First, to the Partners in accordance with their respective Percentage Interests on such Partnership Record Date. Notwithstanding the foregoing, (i) distributions to Partners made in arrears respect of the quarterly periods of a Partnership Year shall be made in accordance with their respective Percentage Interests as of the Partnership Record Date with respect to any such quarter and shall, in the immediately preceding calendar quarter aggregate, not be less than an amount determined by multiplying the Tax Rate by the taxable income and gain allocated to the Limited Partners under this Agreement during such Partnership Year and (ii) the General Partner may retain Available Cash in an amount equal to (1) the sum excess of (a) the net proceeds from the sale or other disposition of real property investments held directly or indirectly by or for the Partnership included in Available Cash over the amount of capital gain dividends declared by the General Partner’s reasonable estimate Partner attributable to such sale divided by the Percentage Interest of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to such immediately preceding calendar quarter and (b) the General Partner’s determination Partner as of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter end of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage Interests; provided, that in quarter during which such sale or other disposition occurs. In no event may a Partner receive a distribution of Available Cash with respect to a Partnership Unit if to the extent 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 exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s its qualification as a REIT, 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 Code 707 of the Code or the Regulations thereunder; provided, that PROVIDED THAT the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.

Requirement and Characterization of Distributions. (a) The General Partner shall cause the Partnership to distribute at least quarterly all (or, with respect to a particular Holder of Partnership Units, in installments upon such other frequency as may be provided in the relevant Partner Schedule) all, or such portion as the General Partner may in its sole and absolute discretion determine determine, of Available Cash generated by the Partnership during such such, quarter (or shorter period other period) to the Partners that are Partners Unitholders on the Partnership Record Date with respect to such quarter (or shorter period in the following priorityother period) as follows: A. (i) First, to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in each Holder of Partnership Units, pari passu, an amount equal to the sum of (A) the product of (1) the sum of Preferred Return per Unit for such Holder (aor its predecessor) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to for such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters or for such other period as is provided in the same calendar year, reduced by relevant Partner Schedule) and (2) the sum number of Partnership Units held by such Holder as of the Partnership Record Date and (aB) all distributions any unpaid amounts previously made distributable to such Holder (or its predecessor) under this subsection or under subsection B. Section 5.1(a)(i); provided, however, that, except as may otherwise be provided in a particular Partner Schedule, the amount distributable pursuant to clause (A) to any Additional Limited Partner admitted to the Partnership in the quarter immediately preceding and ending with respect such Partnership Record Date shall be prorated based upon the number of days that such Additional Limited Partner was a Holder of Partnership Units during such quarter; and (ii) Second, the balance, (A) ninety-nine percent (99%) to all calendar quarters during the same calendar year General Partner and (B) one percent (1%) to the Holders of Partnership Units (including, without limitation, the General Partner), in proportion to the number of Partnership Units held by each as of the Partnership Record Date. (b) any Net Loss allocable The General Partner in its sole and absolute discretion may distribute to the Partners Unitholders Available Cash in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may foregoing priorities on a Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash with respect to a REIT Share more frequent basis and provide for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is madean appropriate record date. The General Partner shall take make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s Meridian's qualification as a REIT, 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 cause the Partnership by to distribute sufficient amounts to enable Meridian to pay stockholder dividends that will (i) satisfy the requirements for qualifying as a Limited Partner REIT under Section 707 of the Code or and Treasury Regulations (the Regulations thereunder; provided, that "REIT Requirements") and (ii) avoid the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result imposition of any distribution to a Limited Partner being so treatedfederal income or excise tax liability on Meridian.

Requirement and Characterization of Distributions. The Subject to the distribution entitlements of any Preferred Units, the General Partner shall distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated by the Partnership during such quarter or shorter period to the Partners that are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. (a) First, to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1i) the sum of (aA) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii6.1(a) with respect to such immediately preceding calendar quarter and (bB) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2ii) the sum of (aA) all distributions previously made under this subsection or under subsection B. (b) with respect to all calendar quarters during the same calendar year and (bB) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B.6.1(b). B. (b) Second, to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Common 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 Common Unit has been exchanged, and any such distribution shall be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is madeGeneral Partner. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the CompanySTAG REIT’s qualification as a REIT, 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 and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any distribution to a Limited Partner being so treated.

Requirement and Characterization of Distributions. The A. Subject to the rights and preferences of any outstanding class or series of Preferred Units expressly provided for in an agreement (including a Certificate of Designations), and except as provided in Section 5.1.B, the General Partner shall distribute at least quarterly all an amount equal to one hundred percent (100%) of Available Cash, or such portion lesser amount as the General Partner may in its sole and absolute discretion determine of Available Cash determine, generated by the Partnership during such quarter or shorter period to the Partners that Common Unitholders who are Partners on the Partnership Record Date with respect to such quarter or shorter period in the following priority: A. First, to the Partners in accordance with their respective Percentage Interests in arrears with respect to the immediately preceding calendar quarter in an amount equal to (1) the sum of (a) the General Partner’s reasonable estimate of the Net Income allocable to the Partners in accordance with their Percentage Interests under Section 6.1.A.(ii) with respect to on such immediately preceding calendar quarter and (b) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar year, reduced by (2) the sum of (a) all distributions previously made under this subsection or under subsection B. with respect to all calendar quarters during the same calendar year and (b) any Net Loss allocable to the Partners in accordance with their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1.B. B. Second, to the Partners in accordance with their Percentage InterestsPartnership Record Date; provided, provided that in no event may a Partner receive a distribution of Available Cash with respect to a Partnership Common 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 Common Unit has been exchanged, exchanged or redeemed and any such distribution shall instead be made to the Company; and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution is made. The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, to cause the Partnership to distribute Available Cash (i) to permit the Company to satisfy the requirements for qualifying as a REIT under the Code, including applicable shareholder distribution requirements and (ii) except to the Limited Partners so extent otherwise determined by the General Partner, to minimize any federal income or excise tax liability of the General Partner. Unless otherwise expressly provided for herein or in an agreement (including a Certificate of Designations) at the time a new class of Partnership Interests is created in accordance with Article 4 hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest. B. Notwithstanding the provisions of Section 5.1.A above or any other provision of this Agreement, if for any quarter or shorter period with respect to which a distribution is to be made (a “Distribution Period”), a “Newly Issued Unit” (as to preclude any such distribution or portion thereof from being treated as part of a sale of property to term is defined below) is outstanding on the Partnership by a Limited Partner under Record Date for such Distribution Period, there shall not be distributed in respect of such Newly Issued Unit the amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of such Common Unit in accordance with Section 707 of the Code or the Regulations thereunder; provided5.1.A. Rather, that the General Partner shall cause to be distributed with respect to each such Newly Issued Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Unit has been outstanding during the Distribution Period and the denominator of which equals the total number of days in such Distribution Period. Any Available Cash not distributed to the holders of Units by operation of this Section 5.1.B shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses. The General Partner may, in its sole discretion, with respect to any distribution, waive the application of this Section 5.1.B such that a Newly Issued Unit shall receive the Full Distribution Amount (or any greater amount than would otherwise be received under this Section 5.1.B but not in excess of the Full Distribution Amount). For purposes of this Section 5.1.B, the term “Newly Issued Unit” shall mean, with respect to any Distribution Period, a Common Unit issued during such Distribution Period, except that the term “Newly Issued Unit” shall not have liability include (i) a Common Unit issued to a Limited Partner under any circumstances the Company as a result of the contribution by it of proceeds from the issuance of New Securities (as contemplated by Sections 4.2 and 4.3) or (ii) (unless otherwise provided by the General Partner) any distribution to Common Units issued in connection with a Limited Partner being so treatedsplit on or unit dividend of the Common Units.