Common use of Requirement and Characterization of Distributions Clause in Contracts

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the General Partner shall cause the Partnership to distribute quarterly all of the Partnership's Available Cash to the Unitholders who are Unitholders on the Partnership Record Date with respect to such quarter (the "Accrual Period") as follows: A. First, to the holders of Class A Partnership Units (if any), the Class A Amount, pro rata in proportion to their respective Class A Partnership Units; B. Second, to 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 of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.B; provided, however that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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, (i) in no event may a Unitholder receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder is entitled to receive a dividend from CRT or a distribution from the General Partner, as applicable, with respect to a REIT Share or an interest in the General Partner for which such Partnership Unit has been exchanged and (ii) prior to making any distributions of Available Cash pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed to the Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent 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 Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior Partnership Agreement.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the General Partner (a) The Managing Member shall cause the Partnership distribute at least quarterly an amount equal to distribute quarterly all 100% of the Partnership's Available Cash generated by the Company during such quarter or shorter period to the Unitholders Members who are Unitholders Members on the Partnership Company Record Date with respect to such quarter or shorter period (the "Accrual Period"i) as follows: A. Firstfirst, to the holders of Class Series A Partnership Preferred Units and to all holders of other Preferred Units that are pari passu with Series A Preferred Units (if any), the Class A Amount, pro rata in proportion to their respective Class the amount of distributions authorized and payable with respect to the Series A Partnership Units; B. Second, to holders of Class C Partnership UnitsPreferred Units or other pari passu Preferred Units owned by them), an amount equal that in the aggregate equals the aggregate amount of the distributions authorized and payable with respect to the aggregate Series A Preferred Return Per Unit accrued during Units and such other Preferred Units, as the current case maybe, for such quarter or shorter period; and all prior Accrual Periods in respect of all Class C Partnership Units outstanding as of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.B; provided(ii) second, however that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General Partner. The General Partner in its sole and absolute discretion may distribute to the Unitholders Available Cash Members in accordance with the foregoing priorities their respective Percentage Interests on a more frequent basis and provide for an appropriate record date. Notwithstanding anything to the contrary contained herein, (i) such Company Record Date; provided that in no event may a Unitholder Member receive a distribution of Available Cash with respect to a Partnership Company Unit if such Unitholder Member is entitled to receive a dividend from CRT or a distribution from the General Partner, as applicable, out of such Available Cash with respect to a US REIT Share or an interest in the General Partner Shares for which such Partnership Company Unit has been exchanged (or a LPT Unit exchanged for such a share of US REIT Share); and further provided that no distributions shall be made pursuant to clause (ii) prior above unless all cumulative distributions with respect to making any distributions of the Series A Preferred Units and other pari passu Preferred Units for all past periods and the 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 payment. The Managing Member shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the US REIT's qualification as a REIT, to distribute Available Cash pursuant 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 by a Non-Managing Member under Section 5.1.A 707 of the Code or 5.1.Bthe Regulations thereunder; provided that the Managing Member and the Company shall not have liability to a Non-Managing Member under any circumstances as a result of any distribution to a Non-Managing Member being so treated. (b) Notwithstanding anything to the contrary above, Available Cash the Company shall first cause to be distributed to the Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, US REIT an amount equal to the extent 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 aggregate amount necessary to redeem any Series A Preferred Stock issued by the Partnership and all Partners and shall not be treated Company which has been called for redemption by the US REIT, at such time as distributions for the purpose is necessary to facilitate any such redemption. Such distribution will cause a redemption of computing the Partners' Capital Accounts). Further notwithstanding anything herein to the contrary, all Available Cash a like number of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior Partnership AgreementSeries A Preferred Units.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the General Partner The Managing Member shall cause the Partnership Company to distribute quarterly all all, or such portion as the Managing Member may in its discretion determine, of the Partnership's Available Cash to among the Unitholders who are Unitholders on the Partnership Record Date Members (i) first, with respect to such quarter (the "Accrual Period") as follows: A. First, any class of Membership Interests issued pursuant to the holders of Class A Partnership Units (if anySection 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 Class A Amountdistribution 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 proportion to accordance with their respective Class A Partnership Units; B. SecondPercentage 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, to holders April, July and October of Class C Partnership Units, each year in an amount with respect to each Membership Unit at least 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 of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.BMinimum Tax Distribution; provided, however however, that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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, (i) in no event may a Unitholder Member receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder Member is entitled to receive a dividend from CRT or the Managing Member which is derived from a distribution from of Available Cash to the General Partner, as applicable, Managing Member with respect to a REIT Common Share or an interest in the General Partner for which such Partnership Unit has been exchanged 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 (iib) prior except to making the extent otherwise determined by the Managing Member, avoid any distributions federal income or excise tax liability of Available Cash the Managing Member, except to the extent that a distribution pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed clause (b) would prevent the Company from making a distribution to the Partners Holders of Series A Preferred Units in accordance with Section 17.2, the positive balances Holders of Series C Preferred Units in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent they do not represent a return of capital, shall constitute guaranteed payments within the meaning of Code accordance with Section 707(c) and shall be so treated by the Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date 18.2 and the admission Holders of New Limited Partner as a Partner shall be distributed as provided Series D Preferred Units in the Prior Partnership Agreementaccordance with Section 19.2.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the The General Partner shall cause distribute at least quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership to distribute quarterly all of the Partnership's Available Cash during such quarter or shorter period to the Unitholders Partners who are Unitholders Partners on the Partnership Record Date with respect to such quarter (the "Accrual Period") or shorter period as follows: A. First: (i) to 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 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 any accrued but unpaid distributions, if any, for all prior periods in accordance with the foregoing clause (i), to the holders extent that there is sufficient Available Cash, each holder of Class A Partnership Units (if any), the shall be entitled to a distribution per Class A Amount, pro rata Unit (multiplied by the Conversion Factor) in proportion to their respective Class A Partnership Units; B. Second, to holders of Class C Partnership Units, an amount equal to the aggregate Preferred Return Per 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 accrued during was issued and outstanding, and the current and all prior Accrual Periods denominator of which is the total number of days in respect of all Class C Partnership Units outstanding as of the quarter or shorter period to which such Partnership Record Date and not previously distributed pursuant to this Section 5.1.Bdistribution relates; provided, however that to the extent that there is not sufficient Available Cash to distribute pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and 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 8.6.C) shall be made for any subsequent distribution period pursuant to this Section 5.1.B clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to pay all accrued and unpaid Preferred Return Per Unit the holders of the Class A Units pursuant to clause (i) above for all outstanding Class C Partnership Units as prior periods; and (iii) to the extent there is excess Available Cash after the application of such Partnership Record Dateclauses (i) and (ii), such Available Cash as is available to be distributed pursuant to this Section 5.1B excess shall be distributed to such holders each holder of Class C Partnership Units in proportion to such Unitholders' respective sharesB Units, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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 datepro rata basis. Notwithstanding anything to the contrary contained herein, (i) in no event may a Unitholder Partner receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Unitholder Partner is entitled to receive a dividend from CRT or a distribution from the General Partner, as applicable, with respect to a REIT Share or an interest in the General Partner for which such Partnership Unit has been exchanged and (ii) prior to making any distributions of Available Cash pursuant to Section 5.1.A redeemed or 5.1.B, Available Cash shall first be distributed to the Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent 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 Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior Partnership Agreementexchanged.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the General Partner The Managing Member shall cause the Partnership Company to distribute quarterly all all, or such portion as the Managing Member may in its discretion determine, of the Partnership's Available Cash to among the Unitholders who are Unitholders on the Partnership Record Date Members (i) first, with respect to any class of Membership Interests issued pursuant to Section 4.2(a) or 4.2(b) which are entitled to a preference over 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 quarter (classes, in order of the "Accrual Period") as follows: A. First, to the holders of Class A Partnership Units (if anypreferences designated therein and pro rata among any such classes), the Class A Amountand (ii) thereafter, pro rata in proportion to accordance with their respective Class A Partnership Units; B. SecondPercentage 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, to holders April, July and October of Class C Partnership Units, each year in an amount with respect to each Membership Unit at least 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 of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.BMinimum Tax Distribution; provided, however however, that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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, (i) in no event may a Unitholder Member receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder Member is entitled to receive a dividend from CRT or the Managing Member which is derived from a distribution from of Available Cash to the General Partner, as applicable, Managing Member with respect to a REIT Common Share or an interest in the General Partner for which such Partnership Unit has been exchanged 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 (iib) prior to making any distributions of Available Cash pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed to the Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, except to the extent 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 otherwise determined by the Partnership 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 contraryManaging Member, all Available Cash avoid any federal income or excise tax liability of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior Partnership AgreementManaging Member.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the The General Partner shall cause make distributions quarterly in an aggregate amount equal to 100% of Available Cash generated by the Partnership to distribute quarterly all of the Partnership's Available Cash during such quarter to the Unitholders Partners who are Unitholders Partners on the Partnership Record Date with respect to such quarter (in the "Accrual Period") as follows: A. First, following order of priority and to the holders extent of Class A such Available Cash, subject to the rights and preferences of any Partnership Units Interests issued pursuant to Section 4.2 (if any), after obtaining the requisite consent of the Class A AmountLimited Partners): (i) first, pro rata to each Limited Partner to the extent of and in proportion to their respective the then unreturned balance of the Accrual Account maintained with respect to each Partnership Unit held by such Limited Partner; (ii) second, to each Limited Partner to the extent of and in proportion to the then unreturned balance of the Unpaid Distribution Account maintained with respect to each Partnership Unit held by such Limited Partner; (iii) third, to each Limited Partner to the extent of and in proportion to an amount per Class A Limited Partnership Units; B. Second, to holders of Class C Partnership Units, an amount Unit (multiplied by the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) held by such Limited Partner equal to the aggregate Preferred Return Per Unit accrued during the current dividend per Share paid by ProLogis for such quarter; and all prior Accrual Periods in respect of all Class C Partnership Units outstanding as of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.B; provided, however that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third(iv) fourth, the balance, if any, of the Available Cash for such quarter shall be distributed one hundred percent (1001%) to the General Partner. The General Partner in respect of its sole Partnership Units and absolute discretion may distribute 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 Unitholders Available Cash extent such rights have already been reflected in accordance with an adjustment to the foregoing priorities on Unit Adjustment Factor) shall also be entitled to receive such Common Share Rights that a more frequent basis and provide for an appropriate record dateholder of that number of Shares would be entitled to receive. Notwithstanding anything to the contrary contained herein, (i) in no event may a Unitholder Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder Partner is entitled to receive a duplicative dividend from CRT or a distribution from the General Partner, as applicable, ProLogis with respect to a REIT Share or an interest in the General Partner for which such Partnership Unit has been exchanged and (ii) prior to making any distributions of Available Cash pursuant to Section 5.1.A redeemed or 5.1.B, Available Cash shall first be distributed to the Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent 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 Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior Partnership Agreementexchanged.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1Subject to the terms of any Partnership Unit Designation, the General Partner Partnership shall cause distribute at least quarterly all or such portion of amounts, at such times, as shall be determined in a manner consistent with the then approved annual operating budget, of Available Cash generated by the Partnership to distribute quarterly all of the Partnership's Available Cash during such quarter to the Unitholders who are Unitholders Holders of Partnership Units on the Partnership Record Date with respect to such quarter quarter: (a) first in respect of each class or series of issued and outstanding Preferred Units, if any, in accordance with the "Accrual Period"rights of such class(es) as follows: A. First, to the holders or series of Class A Partnership Preferred Units (if any)and, the Class A Amountwithin such class(es) or series, pro rata in proportion to their the respective Class A Preferred Units on such Partnership Units; B. SecondRecord 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 holders (i) the Series A-1 Common REIT Share Preference Amount in respect of Class C 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, pro rata in proportion to the relative number of those OP Units on the Partnership UnitsRecord Date); (c) third, in respect of each issued and outstanding OP Unit other than those entitled to receive distributions pursuant to clause (b) above (and 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 aggregate Preferred Return Per Unit accrued during the current and all prior Accrual Periods distributions paid pursuant to clause (b)(ii) above in respect of all Class C such quarter to an OP Unit entitled to receive distributions pursuant to clause (b) above; and (d) 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. 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 outstanding as of such on the Partnership Record Date and not previously distributed pursuant with respect to this Section 5.1.B; providedsuch quarter, however that but solely in a manner consistent with the then approved annual operating budget. Subject to the extent there is not sufficient 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 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 pursuant to this Section 5.1.B to pay all accrued and unpaid Preferred Return Per Unit for all outstanding Class C the Holders of Partnership Units as of such 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 Available Cash as is available to be distributed pursuant to this Section 5.1B shall be distributed to class(es) or series of Preferred Units (and, within such holders of Class C Partnership Units class(es) or series, pro rata in proportion to the respective Preferred Units on such Unitholders' respective shares, as of such Special 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) any such special distribution could not adversely affect the ability of the aggregate accrued A-1 Series' qualify as a REIT under the Code and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. ThirdRegulations (the "REIT Requirements"). Notwithstanding anything herein to the contrary, the balance, one hundred percent (100%) to the General Partner. The REIT General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion may distribute to the Unitholders Available Cash in accordance and consistent with the foregoing priorities on A-1 Series' qualification as a more frequent basis and provide for an appropriate record date. Notwithstanding anything REIT, to cause the contrary contained herein, Partnership to distribute sufficient amounts to enable the Company to pay A-1 Series member distributions that will (i) in no event may a Unitholder receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder is entitled to receive a dividend from CRT or a distribution from satisfy the General Partner, requirements for the A-1 Series' qualification as applicable, with respect to a REIT Share or an interest in under the General Partner for which such Partnership Unit has been exchanged REIT Requirements and (ii) prior to making any distributions of Available Cash pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed to the Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, except to the extent 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 otherwise determined by the Partnership REIT General Partner, in its sole 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 contraryabsolute discretion, all Available Cash avoid any federal income or excise tax liability of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior Partnership AgreementA-1 Series.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the General Partner The Managing Member shall cause the Partnership Company to distribute quarterly all all, or such portion as the Managing Member may in its discretion determine, of the Partnership's Available Cash to among the Unitholders who are Unitholders on the Partnership Record Date Members (i) first, with respect to such quarter (the "Accrual Period") as follows: A. First, any class of Membership Interests issued pursuant to the holders of Class A Partnership Units (if anySection 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 Class A Amountdistribution 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 proportion to accordance with their respective Class A Partnership Units; B. SecondPercentage 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, to holders April, July and October of Class C Partnership Units, each year in an amount with respect to each Membership Unit at least 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 of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.BMinimum Tax Distribution; provided, however however, that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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, (i) in no event may a Unitholder Member receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder Member is entitled to receive a dividend from CRT or the Managing Member which is derived from a distribution from of Available Cash to the General Partner, as applicable, Managing Member with respect to a REIT Common Share or an interest in the General Partner for which such Partnership Unit has been exchanged 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 (iib) prior except to making the extent otherwise determined by the Managing Member, avoid any distributions federal income or excise tax liability of Available Cash the Managing Member, except to the extent that a distribution pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed clause (b) would prevent the Company from making a distribution to the Partners Holders of Series F Preferred Units in accordance with Section 17.2, the positive balances Holders of Series G Preferred Units in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributionsaccordance with Section 18.2, to the extent they do not represent a return Holders of capital, shall constitute guaranteed payments within the meaning of Code Series H Preferred Units in accordance with Section 707(c) and shall be so treated by the Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date 19.2 and the admission Holders of New Limited Partner as a Partner shall be distributed as provided Series I Preferred Units in the Prior Partnership Agreementaccordance with Section 20.2.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the General Partner The Managing Member shall cause the Partnership Company to distribute quarterly all all, or such portion as the Managing Member may in its discretion determine, of the Partnership's Available Cash to among the Unitholders who are Unitholders on the Partnership Record Date Members (i) first, with respect to such quarter (the "Accrual Period"any class of Membership Interests issued pursuant to Section 4.2(a) as follows: A. First, to the holders of Class A Partnership Units (if anyor 4.2(b), including Series A Preferred Units, which are entitled to a preference over Common Units on the Class A Amountdistribution 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 proportion to accordance with their respective Class A Partnership Units; B. SecondPercentage 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, to holders April, July and October of Class C Partnership Units, each year in an amount with respect to each Membership Unit at least 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 of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.BMinimum Tax Distribution; provided, however however, that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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, (i) in no event may a Unitholder Member receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder Member is entitled to receive a dividend from CRT or the Managing Member which is derived from a distribution from of Available Cash to the General Partner, as applicable, Managing Member with respect to a REIT Common Share or an interest in the General Partner for which such Partnership Unit has been exchanged 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 (iib) prior except to making the extent otherwise determined by the Managing Member, avoid any distributions federal income or excise tax liability of Available Cash the Managing Member, except to the extent that a distribution pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed clause (b) would prevent the Company from making a distribution to the Partners Holders of Series A Preferred Units in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent 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 Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior Partnership Agreement17.2.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1Subject to the provisions of Exhibit F hereto, the General Partner shall cause distribute at least quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership to distribute quarterly all of the Partnership's Available Cash during such quarter or shorter period to the Unitholders Partners who are Unitholders Partners on the Partnership Record Date with respect to such quarter (the "Accrual Period") or shorter period as follows: A. First: (i) to 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 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 any accrued but unpaid distributions, if any, for all prior periods in accordance with the foregoing clause (i), to the holders extent that there is sufficient Available Cash, each holder of Class A Partnership Units (if any), the shall be entitled to a distribution per Class A Amount, pro rata Unit (multiplied by the Conversion Factor) in proportion to their respective Class A Partnership Units; B. Second, to holders of Class C Partnership Units, an amount equal to the aggregate Preferred Return Per 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 accrued during was issued and outstanding, and the current and all prior Accrual Periods denominator of which is the total number of days in respect of all Class C Partnership Units outstanding as of the quarter or shorter period to which such Partnership Record Date and not previously distributed pursuant to this Section 5.1.Bdistribution relates; provided, however that to the extent that there is not sufficient Available Cash to distribute pay the distributions per Class A Unit (multiplied by the Conversion Factor) in accordance with this clause (ii), such deficit shall cumulate, and 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 8.6.C) shall be made for any subsequent distribution period pursuant to this Section 5.1.B clauses (ii) and (iii) hereof, unless all such accrued but unpaid distributions (including any accrued interest thereon) shall have been paid to pay all accrued and unpaid Preferred Return Per Unit the holders of the Class A Units pursuant to clause (i) above for all outstanding Class C Partnership Units as prior periods; and (iii) to the extent there is excess Available Cash after the application of such Partnership Record Dateclauses (i) and (ii), such Available Cash as is available to be distributed pursuant to this Section 5.1B excess shall be distributed to such holders each holder of Class C Partnership Units in proportion to such Unitholders' respective sharesB Units, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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 datepro rata basis. Notwithstanding anything to the contrary contained herein, (i) in no event may a Unitholder Partner receive a distribution of Available Cash with respect to a Partnership Unit for a quarter or shorter period if such Unitholder Partner is entitled to receive a dividend from CRT or a distribution from the General Partner, as applicable, with respect to a REIT Share or an interest in the General Partner for which such Partnership Unit has been exchanged and (ii) prior to making any distributions of Available Cash pursuant to Section 5.1.A redeemed or 5.1.B, Available Cash shall first be distributed to the Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent 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 Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior Partnership Agreementexchanged.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1(a) Subject to Sections 5.2 and 5.4 hereof, the General Partner shall cause distribute quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership to distribute quarterly all of the Partnership's Available Cash during such quarter to the Unitholders Partners who are Unitholders 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: (the "Accrual Period"i) as follows: A. Firstfirst, to each Limited Partner to the holders extent of Class A Partnership Units (if any), the Class A Amount, pro rata and in proportion to their respective Class A the then unreturned balance of the Accrual Account maintained with respect to each Partnership Units; B. SecondUnit held by such Limited Partner; (ii) second, to holders each Limited Partner to the extent of Class C and in proportion to the then unreturned balance of the Unpaid Distribution Account maintained with respect to each Partnership UnitsUnit held by such Limited Partner; (iii) third, to each Limited Partner to the extent of and in proportion to an amount per Partnership Unit (multiplied by the Unit Adjustment Factor) held by such Limited Partner equal to the aggregate Preferred Return Per Unit accrued during dividend per Share paid by ATLANTIC for such quarter; and (iv) fourth, the current and all prior Accrual Periods in respect balance, if any, of all Class C Partnership Units outstanding as of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.B; provided, however that to the 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 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 quarter shall be distributed to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General Partner. The General Partner in respect of its sole and absolute discretion may distribute to Partnership Units. No distribution shall be made for any distribution period in respect of Partnership Units held by the Unitholders Available Cash General Partner unless all distributions due the Limited Partners in accordance with the foregoing priorities on a more frequent basis clauses (i), (ii) and provide (iii) of this Section 5.1(a) shall have been paid for an appropriate record dateall prior periods. Notwithstanding anything to the contrary contained herein, (i) in no event may a Unitholder Partner receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder Partner is entitled to receive a dividend out of Funds from CRT or a distribution from the General Partner, as applicable, Operations with respect to a REIT Share for which such Unit has been redeemed or an interest exchanged (it being understood that such Partner will in any event be entitled to receive the 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 General Partner for 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 Partners who are Partners on the Capital Transaction Record Date in the following order of priority and to the extent of such Capital Transaction Proceeds: (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 each Partnership Unit has been exchanged and held by such Limited Partner, (ii) prior second, to making any distributions each Limited Partner to the extent of Available Cash pursuant and in proportion to Section 5.1.A or 5.1.Bthe then unreturned balance of the Unpaid Distribution Account maintained with respect to each Partnership Unit held by such Limited Partner, Available Cash and (iii) third, the balance, if any, of the Capital Transaction Proceeds shall first be distributed to the Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent 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 Partnership 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, all Available Cash of the Partnership General Partner in respect of periods or portions thereof ending prior to the Effective Date and the admission of New Limited Partner as a Partner shall be distributed as provided in the Prior its Partnership AgreementUnits.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the General Partner The Managing Member shall cause the Partnership Company to distribute quarterly all all, or such portion as the Managing Member may in its discretion determine, of the Partnership's Available Cash to among the Unitholders who are Unitholders on the Partnership Record Date Members (i) first, with respect to such quarter (the "Accrual Period") as follows: A. First, any class of Membership Interests issued pursuant to the holders of Class A Partnership Units (if anySection 4.2(a), 4.2(b) or 4.2(c), including Series D Preferred Units and Series E Preferred Units, which are entitled to a preference over Common Units on the Class A Amountdistribution 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 proportion to accordance with their respective Class A Partnership Units; B. SecondPercentage 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, to holders April, July and October of Class C Partnership Units, each year in an amount with respect to each Membership Unit at least 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 of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.BMinimum Tax Distribution; provided, however however, that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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, (i) in no event may a Unitholder Member receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder Member is entitled to receive a dividend from CRT or the Managing Member which is derived from a distribution from of Available Cash to the General Partner, as applicable, Managing Member with respect to a REIT Common Share or an interest in the General Partner for which such Partnership Unit has been exchanged 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 (iib) prior except to making the extent otherwise determined by the Managing Member, avoid any distributions federal income or excise tax liability of Available Cash the Managing Member, except to the extent that a distribution pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed clause (b) would prevent the Company from making a distribution to the Partners Holders of Series D Preferred Units in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent 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 Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date 17.2 and the admission Holders of New Limited Partner as a Partner shall be distributed as provided Series E Preferred Units in the Prior Partnership Agreementaccordance with Section 18.2.

Requirement and Characterization of Distributions. Except Subject to Sections 5.3 and 5.4 hereof and subject to the rights and preferences of any outstanding class or series of Preferred Units as set forth in the Certificates of Designations therefor attached hereto or executed by the General Partner, or as otherwise provided in this Section 5.1herein with respect to Partnership Interests other than Common Units, the General Partner shall cause distribute at least quarterly an amount equal to one hundred percent (100%) of Available Cash generated by the Partnership to distribute quarterly all of the Partnership's Available Cash during such quarter or shorter period as follows: (a) first, to the Common Unitholders (other than the General Partner, the Company or any of their respective Subsidiaries or Affiliates) who are Unitholders Partners on the Partnership Record Date with respect to such quarter distribution, pro rata among them in proportion to the Cumulative Unpaid Accrued Return Amount, if any, of each such Common Unitholder until the Cumulative Unpaid Accrued Return Amount of each Common Unitholder is reduced to zero; (the "Accrual Period"b) as follows: A. Firstsecond, to the holders Common Unitholders (other than the General Partner, the Company or any of Class A their respective Subsidiaries or Affiliates) who are Partners on the Partnership Units (Record Date with respect to such distribution pro rata among them in proportion to the Cumulative Unpaid Priority Distribution Amount, if any), of each such Common Unitholder until the Cumulative Unpaid Priority Distribution Amount of each such Common Unitholder is reduced to zero; (c) third, to the Common Unitholders (other than the General Partner, the Class A AmountCompany or any of their respective Subsidiaries or Affiliates) who are Partners on the Partnership Record Date with respect to such distribution, pro rata among them in proportion to their respective Class A Partnership Units; B. Secondthe Priority Distribution Amount, to holders if any, of Class C Partnership Unitseach such Common Unitholder, until each such Common Unitholder has received an amount equal to the aggregate Preferred Return Per Unit accrued during the current and all prior Accrual Periods in Priority Distribution Amount with respect of all Class C Partnership Units outstanding as of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.B; provided, however that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; anddistribution; C. Third, the balance(d) thereafter, one hundred percent (100%) to the General Partner. The General Partner , the Company and their respective Subsidiaries and Affiliates (and any permitted transferee under Section 11.2 hereof) pro rata in its sole and absolute discretion may distribute proportion to the Unitholders Available Cash in accordance with Common Units held by the foregoing priorities on a more frequent basis General Partner, the Company and provide for an appropriate record datetheir respective Subsidiaries and Affiliates (and any permitted transferee under Section 11.2 hereof). Notwithstanding anything to the contrary contained hereinforegoing, (i) in no event may a Unitholder Partner receive a distribution of Available Cash with respect to a Partnership Common Unit if such Unitholder Partner is entitled to receive a dividend from CRT or a distribution from the General Partner, as applicable, with respect to a REIT Share for which such Common Unit has been redeemed or an interest exchanged. No Partner shall receive any distributions in respect of, and no Cumulative Unpaid Accrued Return Amount shall accrue with respect to, any failure of such Partner to timely receive any Priority Distribution Amount due to the Partner's failure to provide the General Partner with accurate information regarding its address for which payment of distributions hereunder. The General Partner shall take such Partnership Unit has been exchanged reasonable efforts, as determined by it in its sole and (ii) prior absolute discretion and consistent with the Company's qualification as a REIT, to making any distributions of distribute Available Cash pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed to the Limited Partners in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each so as to preclude any such balance equals zero (0) (such distributions, distribution or portion thereof from being treated as part of a sale of property to the extent they do not represent Partnership by a return Limited Partner under Section 707 of capital, shall constitute guaranteed payments within the meaning of Code Section 707(c) or the Regulations thereunder; provided that the General Partner and shall be so treated by the Partnership and all Partners and shall not be treated as distributions for the purpose of computing the Partners' Capital Accounts). Further notwithstanding anything herein have liability to the contrary, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date and the admission of New a Limited Partner under any circumstances as a result of any distribution to a Limited Partner shall be distributed as provided in the Prior Partnership Agreementbeing so treated.

Requirement and Characterization of Distributions. Except as otherwise provided in this Section 5.1, the General Partner The Managing Member shall cause the Partnership Company to distribute quarterly all all, or such portion as the Managing Member may in its discretion determine, of the Partnership's Available Cash to among the Unitholders who are Unitholders on the Partnership Record Date Members (i) first, with respect to such quarter (the "Accrual Period") as follows: A. First, any class of Membership Interests issued pursuant to the holders of Class A Partnership Units (if anySection 4.2(a), 4.2(b) or 4.2(c), including Series A Preferred Units and Series C Preferred Units, which are entitled to a preference over Common Units on the Class A Amountdistribution 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 proportion to accordance with their respective Class A Partnership Units; B. SecondPercentage 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, to holders April, July and October of Class C Partnership Units, each year in an amount with respect to each Membership Unit at least 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 of such Partnership Record Date and not previously distributed pursuant to this Section 5.1.BMinimum Tax Distribution; provided, however however, that to the 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 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 to such holders of Class C Partnership Units in proportion to such Unitholders' respective shares, as of such Partnership Record Date, of the aggregate accrued and unpaid Preferred Return Per Unit for all such outstanding Class C Partnership Units; and C. Third, the balance, one hundred percent (100%) to the General 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, (i) in no event may a Unitholder Member receive a distribution of Available Cash with respect to a Partnership Unit if such Unitholder Member is entitled to receive a dividend from CRT or the Managing Member which is derived from a distribution from of Available Cash to the General Partner, as applicable, Managing Member with respect to a REIT Common Share or an interest in the General Partner for which such Partnership Unit has been exchanged 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 (iib) prior except to making the extent otherwise determined by the Managing Member, avoid any distributions federal income or excise tax liability of Available Cash the Managing Member, except to the extent that a distribution pursuant to Section 5.1.A or 5.1.B, Available Cash shall first be distributed clause (b) would prevent the Company from making a distribution to the Partners Holders of Series A Preferred Units in accordance with the positive balances in their Shortfall Contribution Memorandum Accounts (if any) until each such balance equals zero (0) (such distributions, to the extent 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 Partnership 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, all Available Cash of the Partnership in respect of periods or portions thereof ending prior to the Effective Date 17.2 and the admission Holders of New Limited Partner as a Partner shall be distributed as provided Series C Preferred Units in the Prior Partnership Agreementaccordance with Section 18.2.