Common use of Requirement and Characterization of Distributions Clause in Contracts

Requirement and Characterization of Distributions. The Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, of Available Cash among the Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; provided, however, that in no event may a Member receive a distribution of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2.

Requirement and Characterization of Distributions. The Managing Member General Partner shall cause the Company make distributions quarterly in an aggregate amount equal to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, 100% of Available Cash among generated by the Members Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter in the following order of priority and to the extent of such Available Cash, subject to the rights and preferences of any Partnership Interests issued pursuant to Section 4.2 (after obtaining the requisite consent of the Class A Limited Partners): (i) first, to each Limited Partner to the extent of and in proportion to the then unreturned balance of the Accrual Account maintained with respect to any class each Partnership Unit held by such Limited Partner; (ii) second, to each Limited Partner to the extent of Membership Interests issued pursuant and in proportion to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Units on the distribution then unreturned balance of Available Cash and are specially allocated items under Section 6.1 prior to allocated items the Unpaid Distribution Account maintained with respect to amounts distributed pursuant each Partnership Unit held by such Limited Partner; (iii) third, to clause each Limited Partner to the extent of and in proportion to an amount per Class A Limited Partnership Unit (iimultiplied by the Xxxx Xxxxxxxxxx Xxxxxx) below held by such Limited Partner equal to the dividend per Share paid by ProLogis for such quarter; and (and within and among such classesiv) fourth, in order the balance, if any, of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar such quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal one percent (1%) to the Minimum Tax Distribution; General Partner in respect of its Partnership Units and ninety-nine percent (99%) to ProLogis in respect of its Limited Partnership Units, provided, however, that in the event ProLogis issues by dividend to all holders of Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Shares, or any other securities or property (collectively, the "Common Share Rights"), then ProLogis agrees that each Limited Partner holding Class A Limited Partnership Units (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor) shall also be entitled to receive such Common Share Rights that a holder of that number of Shares would be entitled to receive. Notwithstanding anything to the contrary contained herein, in no event may a Member Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Member Partner is entitled to receive a duplicative dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member ProLogis with respect to a Common Share for which such Partnership Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2.

Requirement and Characterization of Distributions. (a) The Managing Member shall cause the Company distribute at least quarterly an amount equal to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, 100% of Available Cash among generated by the Company during such quarter or shorter period to the Members who are Members on the Company Record Date with respect to such quarter or shorter period (i) first, to the holders of Series A Preferred Units and to all holders of other Preferred Units that are pari passu with Series A Preferred Units (in proportion to the amount of distributions authorized and payable with respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including the Series A Preferred UnitsUnits or other pari passu Preferred Units owned by them), an amount that in the aggregate equals the aggregate amount of the distributions authorized and payable with respect to the Series C A Preferred Units and Series D such other Preferred Units, which are entitled to a preference over Common Units on as the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among case maybe, for such classes, in order of the preferences designated therein and pro rata among any such classes), quarter or shorter period; and (ii) thereaftersecond, pro rata to the Members in accordance with their respective Percentage Interests from time to time as determined by the Managing Memberon such Company Record Date; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; provided, however, that in no event may a Member receive a distribution of Available Cash with respect to a Company Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution out of such Available Cash to the Managing Member with respect to a Common Share US REIT Shares for which such Company Unit has been redeemed exchanged (or exchanged. In the event the Company is subject a LPT Unit exchanged for such a share of US REIT Share); and further provided that no distributions shall be made pursuant to any tax or other obligation that is attributable clause (ii) above unless all cumulative distributions with respect to the interest of one or more Members in the Company, but fewer than Series A Preferred Units and other pari passu Preferred Units for all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, past periods and the amounts otherwise distributable to then current period have been or contemporaneously are (x) authorized and paid in full or (y) authorized and a sum sufficient for the full payment thereof is set apart for such Member or Members pursuant to this Agreement shall be reduced by such amountpayment. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its the US REIT's qualification as a REIT, to cause distribute Available Cash to the Non-Managing Members so as to preclude any such distribution or portion thereof from being treated as part of a sale of property to the Company to distribute sufficient amounts to enable by a Non-Managing Member under Section 707 of the Managing Member, for so long as Code or the Regulations thereunder; provided that the Managing Member has determined and the Company shall not have liability to qualify a Non-Managing Member under any circumstances as a REIT, result of any distribution to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and Non-Managing Member being so treated. (b) except Notwithstanding anything to the extent otherwise determined contrary above, the Company shall cause to be distributed to the US REIT an amount equal to the aggregate amount necessary to redeem any Series A Preferred Stock issued by the Managing MemberCompany which has been called for redemption by the US REIT, avoid at such time as is necessary to facilitate any federal income or excise tax liability such redemption. Such distribution will cause a redemption of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders like number of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2Units.

Requirement and Characterization of Distributions. The Subject to the provisions of Article XV, the Managing Member shall cause distribute quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Company during such quarter to distribute quarterly allthe Members who are Members on the Company Record Date with respect to such quarter as follows: (i) to the extent that there is sufficient Available Cash after payment of the Preferred Unit Distributions and any Accumulated Preferred Unit Distributions, or such portion both as defined in Section 15.2, each Nonmanaging Member shall be entitled to a distribution per Nonmanaging Unit in an amount equal to (a) the dividend per Share paid by the Managing Member may in its discretion determine, of Available Cash among for the Members same calendar quarter (ithe “Nonmanaging Members’ Preferred Return”) first, with respect plus (b) any Excess Gain allocated to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes)Nonmanaging Member, and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that extent there is excess Available Cash for each calendar quarter after payment of the Preferred Unit Distributions, Accumulated Preferred Unit Distributions and the application of clause (i), such excess shall be distributed on or about to the 15th day Managing Member in respect of Januaryits Company Units. In the event the Company shall distribute any Capital Transaction Proceeds to a Nonmanaging Member in excess of such Nonmanaging Member’s share of the Excess Gain, April, July and October the number of each year in Nonmanaging Units owned by such Nonmanaging Members shall be reduced to an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; providedquotient of (i) (A) the product of the market price of a Share on the date of the distribution times the number of Nonmanaging Units owned by such Nonmanaging Member immediately prior to such distribution, howeverminus (B) the amount of Capital Transaction Proceeds distributed to such Nonmanaging Member in excess of the Nonmanaging Member’s share of the Excess Gain, that divided by (ii) the market price of a Share on the date of the distribution. Notwithstanding anything to the contrary contained herein, in no event may a Nonmanaging Member receive a distribution of Available Cash with respect to a Nonmanaging Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution out of such Available Cash to the Managing Member with respect to a Common Share for which such Nonmanaging Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the CompanyFurther, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable if the Managing Member, pursuant to Section 11.6, or otherwise in its sole discretion with respect to items not covered in Section 11.6, determines that it would be equitable to (i) pay a Nonmanaging Member only a portion of the dividend per Share with respect to Nonmanaging Units not outstanding for so long as an entire quarterly period, or (ii) split the dividend per Share amount between or among Members (or former Members) based on changes in ownership of Nonmanaging Units by such Nonmanaging Members (or former Nonmanaging Members) during a quarterly period, the Managing Member has determined is hereby authorized to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2take such action.

Requirement and Characterization of Distributions. The Managing Member A. Except as otherwise provided in Section 5.01.B, the General Partner shall cause distribute on approximately a quarterly basis to the Company General Partner and to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, holders of Available Cash among the Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Restricted Common Units and Series D Preferred Units, which Common Unitholders who are entitled to a preference over Common Units Partners on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata Partnership Record Date therefore in accordance with their respective Percentage Interests from on such Partnership Record Date, such amount of the net income (determined in accordance with GAAP) of the Partnership or amounts in excess of such 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 to time as determined by the Managing Member; provided that Available Cash for each calendar quarter 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 Partnership Record Date for such Distribution Period, there shall not be distributed on or about in respect of such Newly Issued Unit the 15th day amount (the “Full Distribution Amount”) that would otherwise be distributed in respect of Januarysuch Unit in accordance with Section 5.01.A. Rather, April, July and October of each year in an amount the General Partner shall cause to be distributed with respect to each Membership such Newly Issued Unit at least an amount equal to the Minimum Tax Distribution; providedFull Distribution Amount multiplied by a fraction, howeverthe 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 net income (determined in accordance with GAAP) not distributed to the holders of Units by operation of this Section 5.01.B shall be retained by the Partnership. The Board of Directors may, that in no event may a Member receive a distribution of Available Cash its sole discretion, with respect to any distribution, waive the application of this Section 5.01.B such that a Newly Issued Unit if such Member is entitled to shall receive a dividend from the Managing Member which is derived from a distribution Full Distribution Amount (or any greater amount than would otherwise be received under this Section 5.01.B but not in excess of Available Cash to the Managing Member 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 Share for which Unit issued during such Unit has been redeemed or exchanged. In Distribution Period, except that the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation term “Newly Issued Unit” shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts not include (unless otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined provided by the Managing Member, avoid Board of Directors) any federal income Common Units issued in connection with a split on or excise tax liability unit dividend of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2Common Units.

Requirement and Characterization of Distributions. The Managing Member (a) Subject to Sections 5.2 and 5.4 hereof, the General Partner shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, an amount equal to one hundred percent (100%) of Available Cash among generated by the Members Partnership during such quarter to the Partners who are Partners on the Partnership Record Date with respect to such quarter in the following order of priority and to the extent of such Available Cash: (i) first, to each Limited Partner to the extent of and in proportion to the then unreturned balance of the Accrual Account maintained with respect to any class each Partnership Unit held by such Limited Partner; (ii) second, to each Limited Partner to the extent of Membership Interests issued pursuant and in proportion to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Units on the distribution then unreturned balance of Available Cash and are specially allocated items under Section 6.1 prior to allocated items the Unpaid Distribution Account maintained with respect to amounts distributed pursuant each Partnership Unit held by such Limited Partner; (iii) third, to clause each Limited Partner to the extent of and in proportion to an amount per Partnership Unit (iimultiplied by the Unit Adjustment Factor) below held by such Limited Partner equal to the dividend per Share paid by ATLANTIC for such quarter; and (and within and among such classesiv) fourth, in order the balance, if any, of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar such quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; providedGeneral Partner in respect of its Partnership Units. No distribution shall be made for any distribution period in respect of Partnership Units held by the General Partner unless all distributions due the Limited Partners in accordance with clauses (i), however(ii) and (iii) of this Section 5.1(a) shall have been paid for all prior periods. Notwithstanding anything to the contrary contained herein, that in no event may a Member Partner receive a distribution of Available Cash with respect to a Unit if such Member Partner is entitled to receive a dividend out of Funds from the Managing Member which is derived from a distribution of Available Cash to the Managing Member Operations with respect to a Common Share for which such Unit has been redeemed or exchanged. In exchanged (it being understood that such Partner will in any event be entitled to receive the event full amount payable in respect of such Units and/or Shares for such period). (b) Subject to Sections 5.2 and 5.4 hereof, the Company is subject to any tax or other obligation that is attributable General Partner shall distribute Capital Transaction Proceeds received by the Partnership within thirty (30) days after the date on which such Capital Transaction occurs (the "Capital Transaction Record Date") to the interest of one or more Members Partners who are Partners on the Capital Transaction Record Date in the Companyfollowing order of priority and to the extent of such Capital Transaction Proceeds: (i) first, but fewer than all to each Limited Partner to the Members, such tax or other obligation shall be specially allocated to, extent of and charged against in proportion to the Capital then unreturned balance of the Accrual Account of, such Member or Members, and the amounts otherwise distributable maintained with respect to such Member or Members pursuant to this Agreement shall be reduced each Partnership Unit held by such amount. The Managing Member shall take such reasonable effortsLimited Partner, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT(ii) second, to cause each Limited Partner to the Company extent of and in proportion to distribute sufficient amounts the then unreturned balance of the Unpaid Distribution Account maintained with respect to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”)each Partnership Unit held by such Limited Partner, and (biii) except third, the balance, if any, of the Capital Transaction Proceeds shall be distributed to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability General Partner in respect of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2its Partnership Units.

Requirement and Characterization of Distributions. The Managing Member General Partner shall cause the Company distribute at least quarterly an amount equal to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, one hundred percent (100%) of Available Cash among generated by the Members Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period as follows: (i) firstto the extent that there is sufficient Available Cash, each holder of Class A Units shall be entitled to a distribution per Class A Unit equal to any accrued but unpaid distributions payable with respect to such Class A Unit, if any, together with any class accrued interest thereon, for all prior periods with respect to which such Class A Unit was issued and outstanding (as described in clause (ii) below); (ii) after the payment of Membership Interests issued pursuant to Section 4.2(aany accrued but unpaid distributions, if any, for all prior periods in accordance with the foregoing clause (i), 4.2(b) or 4.2(c)to the extent that there is sufficient Available Cash, including Series each holder of Class A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are shall be entitled to a preference over Common Units on distribution per Class A Unit (multiplied by the Conversion Factor) in an amount equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relates; provided, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and are specially allocated items under shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 6.1 prior 8.6.C) shall be made for any subsequent distribution period pursuant to allocated items with respect clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to amounts distributed the holders of the Class A Units pursuant to clause (iii) below above for all prior periods; and (and within and among such classes, in order iii) to the extent there is excess Available Cash after the application of the preferences designated therein and pro rata among any such classes), clauses (i) and (ii) thereafter), pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter such excess shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal holder of Class B Units, on a pro rata basis. Notwithstanding anything to the Minimum Tax Distribution; providedcontrary contained herein, however, that in no event may a Member Partner receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Member Partner is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common REIT Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2.

Requirement and Characterization of Distributions. The Managing Member Except as otherwise provided in this Section 5.1, the General Partner shall cause the Company Partnership to distribute quarterly all, or such portion as all of the Managing Member may in its discretion determine, of Partnership's Available Cash among to the Members (i) first, Unitholders who are Unitholders on the Partnership Record Date with respect to any class such quarter (the "Accrual Period") as follows: A. First, to the holders of Membership Interests issued pursuant to Section 4.2(aClass A Partnership Units (if any), 4.2(b) or 4.2(c), including Series the Class A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafterAmount, pro rata in accordance with proportion to their respective Percentage Interests from time Class A Partnership Units; B. Second, to time holders of Class C Partnership Units, an amount equal to the aggregate Preferred Return Per Unit accrued during the current and all prior Accrual Periods in respect of all Class C Partnership Units outstanding as determined by of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.B; provided, however that to the Managing Member; provided that extent there is not sufficient Available Cash to distribute pursuant to this Section 5.1.B to pay all accrued and unpaid Preferred Return Per Unit for each calendar quarter all outstanding Class C Partnership Units as of such Partnership Record Date, such Available Cash as is available to be distributed pursuant to this Section 5.1B shall be distributed on or about to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the 15th day of Januaryaggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, Aprilthe balance, July and October of each year in an amount with respect to each Membership Unit at least equal one hundred percent (100%) to the Minimum Tax Distribution; providedGeneral Partner. The General Partner in its sole and absolute discretion may distribute to the Unitholders Available Cash in accordance with the foregoing priorities on a more frequent basis and provide for an appropriate record date. Notwithstanding anything to the contrary contained herein, however, that (i) in no event may a Member Unitholder receive a distribution of Available Cash with respect to a Partnership Unit if such Member Unitholder is entitled to receive a dividend from the Managing Member which is derived from CRT or a distribution of Available Cash to from the Managing Member General Partner, as applicable, with respect to a Common REIT Share or an interest in the General Partner for which such Partnership Unit has been redeemed exchanged and (ii) prior to making any distributions of Available Cash pursuant to Section 5.1.A or exchanged. In the event the Company is subject to any tax or other obligation that is attributable 5.1.B, Available Cash shall first be distributed to the interest of one or more Members Partners in accordance with the Companypositive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined they do not represent a return of capital, shall constitute guaranteed payments within the meaning of Code Section 707(c) and shall be so treated by the Managing MemberPartnership and all Partners and shall not be treated as distributions for the purpose of computing the Partners' Capital Accounts). Further notwithstanding anything herein to the contrary, avoid any federal income or excise tax liability all Available Cash of the Managing Member, except Partnership in respect of periods or portions thereof ending prior to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 Effective Date and the Holders admission of Series D Preferred Units New Limited Partner as a Partner shall be distributed as provided in accordance with Section 19.2the Prior Partnership Agreement.

Requirement and Characterization of Distributions. A. The Managing Member General Partner shall cause the Company distribute at least quarterly an amount equal to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, 100% of Available Cash among generated by the Members Partnership during such quarter or shorter period to the holders of Partnership Units who are Partners on the Partnership Record Date with respect to such quarter or shorter period (i) first, with respect to any class the holders of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Units (in proportion to the number of Series C A Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Units on owned by each such holder) an amount that in the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause aggregate equals $36,636 for such quarter or shorter period; (ii) below (and within and among such classessecond, in order to the holders of the preferences designated therein and pro rata among any Series B Preferred Units (in proportion to the number of Series B Preferred Units owned by each such classes)holder) an amount that in the aggregate equals $35,864 for such quarter or shorter period; and (iii) third, and (ii) thereafter, pro rata to the holders of Common Units in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distributionsuch Partnership Record Date; provided, however, that in no event may a Member Partner receive a distribution of -------- ---- Available Cash with respect to a Partnership Unit if such Member Partner is entitled to receive a dividend from the Managing Member which is derived from a distribution out of such Available Cash to the Managing Member with respect to a Common REIT Share for which such Partnership Unit has been redeemed or exchanged. In the event the Company is subject , and further provided that no distributions shall be made ------- -------- pursuant to any tax or other obligation that is attributable clause (iii) above unless all cumulative distributions with respect to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, Series A Preferred Units and the amounts otherwise distributable to Series B Preferred Units for all past distribution periods and the then current distribution period have been or contemporaneously are (x) paid in full or (y) declared and a sum sufficient for the full payment thereof is set apart for such Member or Members pursuant to this Agreement shall be reduced by such amountpayment. The Managing Member General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its the Company's qualification as a REIT, to cause distribute Available Cash to (a) the Company Limited Partners so as to distribute sufficient amounts preclude any such distribution or portion thereof from being treated as part of a sale of property to enable the Managing Member, for so long as Partnership by a Limited Partner under Section 707 of the Managing Member has determined Code or the Regulations thereunder; provided that the General Partner and the Partnership shall not have -------- ---- liability to qualify a Limited Partner under any circumstances as a REIT, result of any distribution to pay stockholder dividends that will a Limited Partner being so treated and (ab) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except Code. B. Notwithstanding anything to the extent otherwise determined by contrary contained herein, the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders holders of Series A Preferred Units in accordance with Section 17.2, and the Holders holders of Series C B Preferred Units shall only be entitled to the distributions set forth in accordance with Section 18.2 5.1A(i) and Section 5.1A(ii) above, respectively, for so long as the rental income from the property located at 00 Xxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx is equal to or exceeds $89,250 (the "Minimum Rental Income") during any quarter or shorter period. In the event that such property does not generate the Minimum Rental Income in any quarter or shorter period, then the distributions required to be made pursuant to Section 5.1A(i) and Section 5.1A(ii) above to the holders of Series A Preferred Units and the Holders holders of Series D B Preferred Units Units, respectively, shall be decreased in accordance with Section 19.2proportion to the amount by which the amount of rental income actually received during such quarter or shorter period is less than the Minimum Rental Income.

Requirement and Characterization of Distributions. The Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, of Available Cash among the Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A F Preferred Units, Series C G Preferred Units, Series H Preferred Units and Series D I Preferred Units, Units which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; provided, however, that in no event may a Member receive a distribution of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A F Preferred Units in accordance with Section 17.2, the Holders of Series C G Preferred Units in accordance with Section 18.2 and 18.2, the Holders of Series D H Preferred Units in accordance with Section 19.219.2 and the Holders of Series I Preferred Units in accordance with Section 20.2.

Requirement and Characterization of Distributions. The Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, of Available Cash among the Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C E Preferred Units and Series D F Preferred Units, which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; provided, however, that in no event may a Member receive a distribution of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A E Preferred Units in accordance with Section 17.2, 17.2 and the Holders of Series C F Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.218.2.

Requirement and Characterization of Distributions. The Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, of Available Cash among the Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c4.2(b), including Series A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; provided, however, that in no event may a Member receive a distribution of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2.

Requirement and Characterization of Distributions. The Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, of Available Cash among the Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C D Preferred Units and Series D E Preferred Units, which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; provided, however, that in no event may a Member receive a distribution of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.217.2 and the Holders of Series E Preferred Units in accordance with Section 18.2.

Requirement and Characterization of Distributions. The Managing Member Subject to the provisions of Exhibit F hereto, the General Partner shall cause the Company distribute at least quarterly an amount equal to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, one hundred percent (100%) of Available Cash among generated by the Members Partnership during such quarter or shorter period to the Partners who are Partners on the Partnership Record Date with respect to such quarter or shorter period as follows: (i) firstto the extent that there is sufficient Available Cash, each holder of Class A Units shall be entitled to a distribution per Class A Unit equal to any accrued but unpaid distributions payable with respect to such Class A Unit, if any, together with any class accrued interest thereon, for all prior periods with respect to which such Class A Unit was issued and outstanding (as described in clause (ii) below); (ii) after the payment of Membership Interests issued pursuant to Section 4.2(aany accrued but unpaid distributions, if any, for all prior periods in accordance with the foregoing clause (i), 4.2(b) or 4.2(c)to the extent that there is sufficient Available Cash, including Series each holder of Class A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are shall be entitled to a preference over Common Units on distribution per Class A Unit (multiplied by the Conversion Factor) in an amount equal to the dividend per REIT Share paid by the General Partner for such quarter multiplied by a fraction, the numerator of which is the number of days in the quarter or shorter period to which such distribution relates that the Class A Unit was issued and outstanding, and the denominator of which is the total number of days in the quarter or shorter period to which such distribution relates; provided, that to the extent that there is not sufficient Available Cash to pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and are specially allocated items under shall accrue interest at a rate of eight percent (8%) per annum, and no distribution (other than to a Redeeming Partner as provided in Section 6.1 prior 8.6.C) shall be made for any subsequent distribution period pursuant to allocated items with respect clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to amounts distributed the holders of the Class A Units pursuant to clause (iii) below above for all prior periods; and (and within and among such classes, in order iii) to the extent there is excess Available Cash after the application of the preferences designated therein and pro rata among any such classes), clauses (i) and (ii) thereafter), pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter such excess shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal holder of Class B Units, on a pro rata basis. Notwithstanding anything to the Minimum Tax Distribution; providedcontrary contained herein, however, that in no event may a Member Partner receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Member Partner is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common REIT Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2.

Requirement and Characterization of Distributions. The Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, of Available Cash among the Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Units and Series D C Preferred Units, which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; provided, however, that in no event may a Member receive a distribution of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, 17.2 and the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.218.2.

Requirement and Characterization of Distributions. The Managing Member Distributions in respect of the Units shall cause be made to the Members only when, as and if declared by the Manager, and the Manager shall be under no obligation at any time to declare, make or set aside any such distributions. Except as otherwise provided in this Agreement, if and to the extent that the Manager determines to make distributions to the Members in respect of the Units, the Company shall (to distribute quarterly allthe extent permitted by law, or such portion as including without limitation, Section 18-607 of the Managing Member may in its discretion determine, of Available Cash among Act) make distributions to the Members as follows: (a) If such distribution is being made other than upon the dissolution and liquidation of the Company, in accordance with the following priorities: (i) first, with in respect to any class of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year Preferred Unit then outstanding, the accrued but undistributed Preferred Return thereon, until payment in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distributionfull of such amount; provided, however, that if the distributable amount shall be insufficient to permit the distribution on the Preferred Units of the full amount of accrued but undistributed Preferred Return on such Units, then the entire amount of such distribution shall be made among the Preferred Units in no event may a Member receive a proportion to their respective accrued and unpaid Preferred Return; and (ii) second, after payment in respect of the Preferred Units then outstanding of the amounts as set forth under clause (i) above, then pro rata in respect of all Common Units then outstanding. (b) If such distribution is being made upon the dissolution and liquidation of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, in accordance with the following priorities: (i) first, in respect of each Preferred Unit then outstanding, the accrued but fewer than all undistributed Preferred Return thereon, until payment in full of such amount; provided, however, that if the Members, such tax or other obligation distributable amount shall be specially allocated toinsufficient to permit the distribution on the Preferred Units of the full amount of accrued but undistributed Preferred Return on such Preferred Units, and charged against then the Capital Account of, entire amount of such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement distribution shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause made among the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2proportion to their respective accrued and unpaid Preferred Return; (ii) second, in respect of each Preferred Unit then outstanding, the Holders Preferred Liquidation Preference thereon, until payment in full of Series C such amount; provided, however, that if the distributable amount shall be insufficient to permit the distribution on the Preferred Units of the full amount of Preferred Liquidation Preference on such Preferred Units, then the entire amount of such distribution shall be made among the Preferred Units in accordance with Section 18.2 and proportion to their respective Preferred Liquidation Preference; and (iii) third, after payment in respect of the Holders of Series D Preferred Units then outstanding of the amounts as set forth under clauses (i) and (ii) above, then pro rata in accordance with Section 19.2respect of all Common Units then outstanding.

Requirement and Characterization of Distributions. The Managing Member Subject to the terms of any Partnership Unit Designation, the Partnership shall cause the Company to distribute at least quarterly all, all or such portion of amounts, at such times, as shall be determined in a manner consistent with the Managing Member may in its discretion determinethen approved annual operating budget, of Available Cash among generated by the Members Partnership during such quarter to the Holders of Partnership Units on the Partnership Record Date with respect to such quarter: (a) first in respect of each class or series of issued and outstanding Preferred Units, if any, in accordance with the rights of such class(es) or series of Preferred Units (and, within such class(es) or series, pro rata in proportion to the respective Preferred Units on such Partnership Record Date); (b) second, in respect of any issued and outstanding OP Units held by the REIT General Partner or any Subsidiary of the A-1 Series, an amount equal to (i) firstthe Series A-1 Common REIT Share Preference Amount in respect of any prior quarters and (ii) the Series A-1 Common REIT Share Preference Amount in respect of the current quarter (and between those OP units, with respect pro rata in proportion to any class the relative number of Membership Interests issued pursuant to Section 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common those OP Units on the distribution Partnership Record Date); (c) third, in respect of Available Cash each issued and are specially allocated items under Section 6.1 prior outstanding OP Unit other than those entitled to allocated items with respect to amounts distributed receive distributions pursuant to clause (iib) below above (and within between those OP units, pro rata in proportion to the relative number of those OP Units on the Partnership Record Date), an amount equal to the distributions paid pursuant to clause (b)(ii) above in respect of such quarter to an OP Unit entitled to receive distributions pursuant to clause (b) above; and among such classes(d) thereafter, in order respect of each issued and outstanding OP Unit, pro rata in proportion to the relative number of OP Units on the Partnership Record Date. Subject to the terms of any Partnership Unit Designation, in the event the Partnership does not distribute the Available Cash generated by the Partnership during a quarter in the manner required under this Section 5.01 (i.e., in a manner consistent with the then approved annual operating budget), then either the REIT General Partner or the Fortis General Partner may cause the Partnership to so distribute such Available Cash to the Holders of Partnership Units on the Partnership Record Date with respect to such quarter, but solely in a manner consistent with the then approved annual operating budget. Subject to the terms of any Partnership Unit Designation, the REIT General Partner and the Fortis General Partner may, in their sole and absolute discretion, jointly cause the Partnership to distribute amounts in excess of the preferences designated therein Available Cash generated by the Partnership during a quarter in accordance with the foregoing paragraph. In addition, subject to the terms of any Partnership Unit Designation, after the Redemption Right Date, the Fortis General A-1 Partner will have the right, as determined by it in its sole and absolute discretion, to cause the Partnership to distribute to the Holders of Partnership Units on the Special Partnership Record Date, a special distribution of any Remaining Overallotment Proceeds: (a) first in respect of each class or series of issued and outstanding Preferred Units, if any, in accordance with the rights of such class(es) or series of Preferred Units (and, within such class(es) or series, pro rata among any in proportion to the respective Preferred Units on such classesSpecial Partnership Record Date); and (b) thereafter, in respect of each issued and outstanding OP Unit, pro rata in proportion to the relative number of OP Units on the Partnership Record Date; provided that (i) the Remaining Overallotment Proceeds are not committed to be applied under the then approved annual operating budget and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time any such special distribution could not adversely affect the ability of the A-1 Series' qualify as determined by a REIT under the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about Code and Regulations (the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal "REIT Requirements"). Notwithstanding anything herein to the Minimum Tax Distribution; providedcontrary, however, that in no event may a Member receive a distribution of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation REIT General Partner shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its the A-1 Series' qualification as a REIT, to cause the Company Partnership to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, Company to pay stockholder dividends A-1 Series member distributions that will (ai) satisfy the requirements for qualifying the A-1 Series' qualification as a REIT under the Code and Regulations (“REIT Requirements”), Requirements and (bii) except to the extent otherwise determined by the Managing MemberREIT General Partner, in its sole and absolute discretion, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2A-1 Series.

Requirement and Characterization of Distributions. The Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may in its discretion determine, of Available Cash among the Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a), ) or 4.2(b) or 4.2(c), including Series A Preferred Units, Series C Preferred Units and Series D Preferred Units, which are entitled to a preference over Common Membership Units on the distribution of Available Cash and are specially allocated items under Section 6.1 prior to allocated items with respect to amounts distributed pursuant to clause (ii) below (and within and among such classes, in order of the preferences designated therein and pro rata among any such classes), and (ii) thereafter, pro rata in accordance with their respective Percentage Interests from time to time as determined by the Managing Member; provided that Available Cash for each calendar quarter shall be distributed on or about the 15th day of January, April, July and October of each year in an amount with respect to each Membership Unit at least equal to the Minimum Tax Distribution; provided, however, that in no event may a Member receive a distribution of Available Cash with respect to a Unit if such Member is entitled to receive a dividend from the Managing Member which is derived from a distribution of Available Cash to the Managing Member with respect to a Common Share for which such Unit has been redeemed or exchanged. In the event the Company is subject to any tax or other obligation that is attributable to the interest of one or more Members in the Company, but fewer than all the Members, such tax or other obligation shall be specially allocated to, and charged against the Capital Account of, such Member or Members, and the amounts otherwise distributable to such Member or Members pursuant to this Agreement shall be reduced by such amount. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Company to distribute sufficient amounts to enable the Managing Member, for so long as the Managing Member has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the Managing Member, avoid any federal income or excise tax liability of the Managing Member, except to the extent that a distribution pursuant to clause (b) would prevent the Company from making a distribution to the Holders of Series A Preferred Units in accordance with Section 17.2, the Holders of Series C Preferred Units in accordance with Section 18.2 and the Holders of Series D Preferred Units in accordance with Section 19.2.