THE BASIS OF A 360-DAY YEAR CONSISTING
OF TWELVE 30-DAY MONTHS.
A "DISTRIBUTION PERIOD" SHALL MEAN, WITH RESPECT TO
THE FIRST "DISTRIBUTION PERIOD," THE PERIOD FROM AND INCLUDING THE ORIGINAL
ISSUE DATE TO AND INCLUDING THE FIRST DISTRIBUTION PAYMENT DATE, AND WITH
RESPECT TO EACH SUBSEQUENT "DISTRIBUTION PERIOD," THE PERIOD FROM BUT EXCLUDING
A DISTRIBUTION PAYMENT DATE TO AND INCLUDING THE NEXT SUCCEEDING DISTRIBUTION
PAYMENT DATE OR OTHER DATE AS OF WHICH ACCRUED DISTRIBUTIONS ARE TO BE
CALCULATED.
DISTRIBUTIONS WILL BE PAYABLE TO HOLDERS OF RECORD AS THEY APPEAR
IN THE RECORDS OF THE COMPANY AT THE CLOSE OF BUSINESS ON THE APPLICABLE RECORD
DATE, WHICH SHALL BE THE FIFTEENTH DAY OF THE CALENDAR MONTH IN WHICH THE
APPLICABLE DISTRIBUTION PAYMENT DATE FALLS OR ON SUCH OTHER DATE DESIGNATED BY
THE MANAGER FOR THE PAYMENT OF DISTRIBUTIONS THAT IS NOT MORE THAN 30 NOR LESS
THAN 10 DAYS PRIOR TO SUCH DISTRIBUTION PAYMENT DATE (EACH, A "DISTRIBUTION
RECORD DATE").
B-2
1.3.2
NO DISTRIBUTIONS ON PREFERRED UNITS SHALL BE
AUTHORIZED BY THE MANAGER OR PAID OR SET APART FOR PAYMENT BY THE COMPANY AT
SUCH TIME AS THE TERMS AND PROVISIONS OF ANY WRITTEN AGREEMENT BETWEEN THE
COMPANY AND ANY PARTY THAT IS NOT AN AFFILIATE OF THE COMPANY, INCLUDING ANY
AGREEMENT RELATING TO ITS INDEBTEDNESS, PROHIBIT SUCH AUTHORIZATION, PAYMENT OR
SETTING APART FOR PAYMENT OR PROVIDE THAT SUCH AUTHORIZATION, PAYMENT OR SETTING
APART FOR PAYMENT WOULD CONSTITUTE A BREACH THEREOF OR A DEFAULT THEREUNDER, OR
IF SUCH AUTHORIZATION OR PAYMENT SHALL BE RESTRICTED OR PROHIBITED BY LAW.
1.3.3
NOTWITHSTANDING THE FOREGOING, DISTRIBUTIONS ON THE
PREFERRED UNITS SHALL ACCRUE WHETHER OR NOT THE TERMS AND PROVISIONS SET FORTH
IN SECTION 1.3.2 HEREOF AT ANY TIME PROHIBIT THE CURRENT PAYMENT OF
DISTRIBUTIONS, WHETHER OR NOT THE COMPANY HAS EARNINGS, WHETHER OR NOT THERE ARE
FUNDS LEGALLY AVAILABLE FOR THE PAYMENT OF SUCH DISTRIBUTIONS AND WHETHER OR NOT
SUCH DISTRIBUTIONS ARE AUTHORIZED.
FURTHERMORE, DISTRIBUTIONS WILL BE
AUTHORIZED AND PAID WHEN DUE IN ALL EVENTS TO THE FULLEST EXTENT PERMITTED BY
LAW.
ACCRUED BUT UNPAID DISTRIBUTIONS ON THE PREFERRED UNITS WILL ACCUMULATE AS
OF THE DISTRIBUTION PAYMENT DATE ON WHICH THEY FIRST BECOME PAYABLE.
1.3.4
UNLESS FULL CUMULATIVE DISTRIBUTIONS ON ALL
OUTSTANDING PREFERRED UNITS HAVE BEEN OR CONTEMPORANEOUSLY ARE AUTHORIZED AND
PAID OR AUTHORIZED AND A SUM SUFFICIENT FOR THE PAYMENT THEREOF IS SET APART FOR
PAYMENT FOR ALL PAST DISTRIBUTION PERIODS, NO DISTRIBUTIONS (OTHER THAN IN UNITS
OF JUNIOR SECURITIES) SHALL BE AUTHORIZED OR PAID OR SET ASIDE FOR PAYMENT NOR
SHALL ANY OTHER DISTRIBUTION BE AUTHORIZED OR MADE UPON ANY JUNIOR INTERESTS,
NOR SHALL ANY JUNIOR INTERESTS BE REDEEMED, PURCHASED OR OTHERWISE ACQUIRED FOR
ANY CONSIDERATION (OR ANY MONEYS BE PAID TO OR MADE AVAILABLE FOR A SINKING FUND
FOR THE REDEMPTION OF ANY SUCH UNITS) BY THE COMPANY (EXCEPT BY CONVERSION INTO
OR EXCHANGE FOR OTHER UNITS OF JUNIOR INTERESTS AND EXCEPT FOR TRANSFERS MADE
PURSUANT TO THE PROVISIONS OF ARTICLE 6 OF THIS AGREEMENT.
1.3.5
WHEN DISTRIBUTIONS ARE NOT