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 F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I 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 F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2.

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(athe Series A Preferred Units or other pari passu Preferred Units owned by them), 4.2(b) or 4.2(c), including an amount that in the aggregate equals the aggregate amount of the distributions authorized and payable with respect to the Series F A Preferred Units and such other Preferred Units, Series G Preferred Unitsas the case maybe, Series H Preferred Units and Series I 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 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, 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 result of 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 F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2a Non-Managing Member being so treated.

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 F A Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I 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 F A Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2.

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 F Preferred Units, Series G Preferred Units, Series H Preferred each holder of Class A Units and Series I 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 F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2.

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 F Preferred Units, Series G Preferred Units, Series H Preferred each holder of Class A Units and Series I 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 F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 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 F A Preferred Units, Series G Preferred Units, Series H C Preferred Units and Series I D 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 F A Preferred Units in accordance with Section 17.2, the Holders of Series G C Preferred Units in accordance with Section 18.2, 18.2 and the Holders of Series H D Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.219.2.

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), ) or 4.2(b) or 4.2(c), including Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I 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 F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 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 F Preferred Units, Series G Preferred Units, Series H D Preferred Units and Series I E 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 F D Preferred Units in accordance with Section 17.2, 17.2 and the Holders of Series G E Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 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 F Preferred Units, Series G Preferred Units, Series H A Preferred Units and Series I C 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 F A Preferred Units in accordance with Section 17.2, 17.2 and the Holders of Series G C Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 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 E Preferred Units and Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I 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 E Preferred Units in accordance with Section 17.2 and the Holders of Series F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2.

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 F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I 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 F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2.

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 Partners who are Partners on the Partnership 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(athe Series A Preferred Units or other pari passu Preferred Units owned by them), 4.2(b) or 4.2(c), including an amount that in the aggregate equals the aggregate amount of the distributions authorized and payable with respect to the Series F A Preferred Units and such other Preferred Units, Series G Preferred Unitsas the case maybe, Series H Preferred Units and Series I 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 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 Partners in accordance with their respective Percentage Interests from time to time as determined by the Managing Memberon such Partnership 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 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 (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 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 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, 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 result of 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 F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2a Limited Partner being so treated.

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 F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I 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 F Preferred Units in accordance with Section 17.2, the Holders of Series G Preferred Units in accordance with Section 18.2, the Holders of Series H Preferred Units in accordance with Section 19.2 and the Holders of Series I Preferred Units in accordance with Section 20.2A-1 Series.