Common use of Distributions of Operating Cash Flow Clause in Contracts

Distributions of Operating Cash Flow. As used in this Agreement, Operating Cash Flow shall mean and be defined as the Net Profits or Net Losses (a net Loss being treated as a negative Net Profit amount) during the period in question of the Partnership increased by the following: (a) Any receipts, but excluding Capital Cash Flow and excluding the proceeds of any additional Capital Contributions to the Partnership pursuant to Paragraphs 4.1 and 4.3 hereof, which are not included in Net Profits including, but not limited to, capital contributions and withdrawals from operating reserves established by the General Partners; and (b) Any non-cash charges (such as Depreciation and amortization) deducted in determining Net Profits and Net Losses; ---and decreased by the following: (c) All expenditures, including any principal payments with respect to any indebtedness of the Partnership, which are not deducted in determining net Profits or Net Losses; and (d) Any amounts set aside by the General Partners to provide a reserve for working capital needs, improvements, repairs or replacements or such other purposes as the General Partners shall determine in their sole discretion, including but not limited to reserves of cash held for future acquisitions. Operating Cash Flow of the Partnership shall be determined by the General Partners not less frequently than quarterly and (except as provided in an amendment to this Partnership Agreement specifying the rights, preferences, exchange rights, voting powers and restrictions, limitations as to distributions, qualifications and terms and conditions of a class or series of Preferred Units) shall be distributed not later than fifteen (15) days following the end of each calendar quarter as follows: (i) first to those Partners holding Preferred Units to the extent of the unpaid cumulative Priority Return (as defined in Schedule A attached hereto); and (ii) the balance pro rata among the Partners holding OP Units in proportion to their respective Percentage Interests calculated without taking into account ownership of Preferred Units. 11. Paragraph 6.3 is hereby deleted from the Partnership Agreement and the following Paragraph 6.3 is inserted in its place:

Distributions of Operating Cash Flow. As used in this Agreement, Operating Cash Flow shall mean and be defined as the Net Profits or Net Losses (a net Net Loss being treated as a negative Net Profit amount) during the period in question of the Partnership increased by the following: (a) Any receipts, but excluding Capital Cash Flow and excluding the proceeds of any additional Capital Contributions to the Partnership pursuant to Paragraphs 4.1 and 4.3 4.5 hereof, which are not included in Net Profits including, but not limited to, capital contributions and withdrawals from operating reserves established by the General Partners; and (b) Any non-cash charges (such as Depreciation and amortization) deducted in determining Net Profits and Net Losses; ---and decreased by the following: (c) All expenditures, including any principal payments with respect to any indebtedness of the Partnership, which are not deducted in determining net Net Profits or Net Losses; and (d) Any amounts set aside by the General Partners to provide a reserve for working capital needs, improvements, repairs or replacements or such other purposes as the General Partners shall determine in their sole discretion, including but not limited to reserves of cash held for future acquisitions. Operating Cash Flow of the Partnership shall be determined by the General Partners not less frequently than quarterly and (except as provided in an amendment to this Partnership Agreement specifying the rights, preferences, exchange rights, voting powers and restrictions, limitations as to distributions, qualifications and terms and conditions of a class or series of Preferred Units) shall be distributed to or for the benefit of the Partners in accordance with the respective Percentage Interests of the Partners not later than fifteen (15) days following the end date of each calendar quarter as follows: such determination, except that with respect to OP Units issued pursuant to clause (i) of the first to those Partners holding Preferred Units sentence of Paragraph 4.4(B) hereof, the distribution with respect to the extent of the unpaid cumulative Priority Return (as defined calendar quarter in Schedule A attached hereto); and (ii) the balance pro rata among the Partners holding which such OP Units are first issued shall be pro rated based upon a fraction the numerator of which is the number of days in proportion to their respective Percentage Interests calculated without taking into account ownership of Preferred Units. 11. Paragraph 6.3 is hereby deleted from the Partnership Agreement such calendar quarter such OP Units were outstanding and the following Paragraph 6.3 denominator of which is inserted the total number of days in its place:such calendar quarter; provided however, that there shall be no such pro ration with respect to OP Units issued to the Company or to an entity directly or indirectly controlled by the Company, for which the Company issues a corresponding number of additional shares of Common Stock.