Common use of Applications and Distributions Clause in Contracts

Applications and Distributions. (a) Distributions of Available Cash (subject to all restrictions contained in the definition of such term) for each quarter shall be made to the Partners by the Administering General Partner on behalf of the Partnership in accordance with Section 8.1(b) within 60 days after the end of such quarter of each Fiscal Year. (b) Available Cash shall be distributed to the Partners in the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.3: (1) First, to the Class A Preferred Limited Partners, PRO RATA in accordance with their respective Class A Preferred Percentage Interests, until each of the Class A Preferred Limited Partners has received a cumulative, compounded quarterly to the extent not paid on a quarterly basis, return of 7.5% per annum on the amount of such Class A Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b) (1) (any shortfall in the full payment of such return, from time to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units). (2) Second, to holders of Class C Preferred Units (PRO RATA in proportion to the amount of any accrued and unpaid return owing with respect to the Class C Preferred Units held by each such Partner) until each of such Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(2) and of all prior Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made in respect of Class C Preferred Units) by such Partner, a Rate of Return on the aggregate Capital Contributions made by it in respect of the Class C Preferred Units equal to twelve percent (12%). (3) Third, to the holders of Class B Units and Class D Units on a pari passu basis (PRO RATA in proportion to the amount of any accrued and unpaid return owing with respect to the Class B Units and Class D Units held by each such Partner) until each such Partner has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(3) and of all prior Capital Contributions made in respect of such Class B Units or Class D Units, as applicable, pursuant to Section 6.1 by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Class B Units and Class D Units equal to twelve percent (12%). (4) Fourth, to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(4) and under Sections 8.1(b)(2) and 8.1(b)(3) and of all prior Capital Contributions made by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to fifteen percent (15%). (5) Fifth, (i) 80% to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) and (ii) with respect to periods during which BGP is the Administering General Partner, fourteen percent (14%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), and (iii) 6% to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Sections 8.1(b)(5) and under Sections 8.1(b)(2), 8.1(b)(3) and 8.1(b)(4) and the amount and timing of all prior Capital Contributions, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to twenty percent (20%). (6) Sixth, (i) with respect to periods during which BGP is the Administering General Partner, seventy percent (70%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests) and (ii) thirty percent (30%) to the Class E Limited Partners as IMP (in proportion to their respective Class E Percentage Interests) until the Class D Partners, if applicable, and the Class E Limited Partners have received under this Section 8.1(b)(6) together with the amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii), (but only to the extent amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii) are received after each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received a Rate of Return on the aggregate Capital Contributions made by such Partner in respect of the Partnership Units held by such Partner equal to seventeen and one half percent (17 1/2%)) as applicable, an amount equal to twenty-five percent (25%) of the Second Tier Differential. (7) Seventh, (i) with respect to periods during which BGP is the Administering General Partner, seventeen and one-half percent (17 1/2%) of the remainder to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), (ii) seven and one-half percent (7 1/2%) of the remainder to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) and (iii) seventy-five percent (75%) of the remainder to the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions). With respect to periods during which BGP is not the Administering General Partner, amounts otherwise distributable to the holders of the Class D Units pursuant to Sections 8.1(b)(5)(ii), (6)(i) and (7)(i) shall be distributable under Sections 8.1(b)(5)(i), (6)(ii) and (7)(iii), respectively, unless the General Partners (other than BGP) desire to admit a new Administering General Partner, in which case the General Partners may jointly determine to distribute part or all of such amounts instead to such new Administering General Partner or otherwise as such other General Partners shall determine. (c) The Partnership shall endeavor to distribute in each Fiscal Year (and, to the extent required, the immediately following Fiscal Year) Available Cash (strictly in accordance with the priorities set forth in Section 8.1(b)) in an amount at least sufficient (taking into account all other distributions) for the Investor Group Partners' (and if such Investor Group Partner is a pass-through entity for tax purposes, the shareholders, members or partners comprising such Investor Group Partner) payment of federal, state and local income taxes arising in respect of each Investor Group Partner's share (or the share of the shareholders, members or partners comprising such Investor Group Partner) of the income of the Partnership for such Fiscal Year, assuming the highest combined effective tax rate applicable to an individual resident in Massachusetts (but the foregoing shall not be grounds for an Additional Capital Call), PROVIDED, HOWEVER, that in the case of phantom income for any member of the Berkshire Group, such distribution shall be made in proportion to the Partnership Percentage Interests of the Investor Group Partners PROVIDED, HOWEVER, that no distributions may be made pursuant to this clause (c) at any time when distributions to be paid under Section 8.1(b)(1) are accrued and unpaid and PROVIDED FURTHER that such distributions shall offset amounts otherwise distributable to partners currently or in the future.

Applications and Distributions. (a) Distributions of Available Cash (subject to all restrictions contained in the definition of such term) for each quarter Flow shall be made to the Partners Members by the Administering General Partner on behalf of the Partnership Member in accordance with Section 8.1(b) within 60 days after monthly, subject to the end terms of such quarter of each Fiscal Yearany Company Loan. (b) Available Cash Flow shall be applied first to the Members with Company Loans outstanding pro rata in proportion to the relative principal amounts of Company Loans (including accrued and unpaid interest) that each such Member has outstanding as a percentage of the total outstanding Company Loans made by all Members, to pay the full principal balance of, and any accrued interest on, the Company Loans, and then any remaining amounts of Available Cash Flow for any Fiscal Year shall be distributed to the Partners Members in the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.3priority: (1i) First, to the Class A Preferred Limited Partners, PRO RATA in accordance with their respective Class A Preferred Percentage Interests, until each all of the Class A Preferred Limited Partners has received a cumulative, compounded quarterly to the extent not paid on a quarterly basis, return of 7.5% per annum on the amount of such Class A Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b) Members (1) (any shortfall in the full payment of such return, from time to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units). (2) Second, to holders of Class C Preferred Units (PRO RATA pro rata in proportion to the amount of any accrued and unpaid return owing with respect to the Class C Preferred Units held by each such Partnertheir relative Percentage Interests) until each of such Partners Member has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(28.1(b)(i) and of all prior Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made in respect of Class C Preferred Units) by such Partner, a Rate of Return on the aggregate Capital Contributions made by it in respect of the Class C Preferred Units current and all prior Fiscal Years, a return on all of its Capital Contributions equal to twelve ten percent (1210%)) per annum, compounded quarterly; and (ii) Second, so long as a Default has not occurred, (i)(x) eighty percent (80%) to the Members pro rata in accordance with their respective Percentage Interests and (y) twenty percent (20%) to the Administering Member, or (ii) if a Default has occurred, one hundred percent (100%) to the Members pro rata in accordance with their respective Percentage Interests. (3c) Third, Capital Event Proceeds shall be applied first to the holders of Class B Units and Class D Units on a pari passu basis (PRO RATA Members with Company Loans outstanding pro rata in proportion to the amount relative principal amounts of any Company Loans (including accrued and unpaid return owing interest) that each such Member has outstanding as a percentage of the total outstanding Company Loans made by all Members, to pay the full principal balance of, and any accrued interest on, the Company Loans, and then any remaining amounts of Capital Event Proceeds shall be distributed in accordance with respect the following order of priority: (i) First, to all of the Members (pro rata in proportion to the Class B Units and Class D Units held by each such Partnerunreturned amount of Capital Contributions) until each of the Members has received all Capital Contributions made hereunder and not previously returned to such Partner Member; (ii) Second, one hundred percent (100%) to all of the Members (pro rata in proportion to their relative Percentage Interests) until each Member has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(3) and of all prior Capital Contributions made in respect of such Class B Units or Class D Unitsdistributions, as applicable, pursuant to Section 6.1 by such Partner, a an Internal Rate of Return on the aggregate all of its Capital Contributions made in respect of the Class B Units and Class D Units equal to twelve percent (12%)., compounded quarterly; and (4) Fourth, to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(4) and under Sections 8.1(b)(2) and 8.1(b)(3) and of all prior Capital Contributions made by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to fifteen percent (15%). (5) Fifth, (i) 80% to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) and (ii) with respect to periods during which BGP is the Administering General Partner, fourteen percent (14%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), and (iii) 6% to the Class E Limited Partners Third, so long as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners a Default has received, taking into account the amount and timing of all prior distributions under this Sections 8.1(b)(5) and under Sections 8.1(b)(2), 8.1(b)(3) and 8.1(b)(4) and the amount and timing of all prior Capital Contributions, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to twenty percent (20%). (6) Sixthnot occurred, (i) with respect to periods during which BGP is the Administering General Partner, seventy percent (70%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests) and (ii) thirty percent (30%) to the Class E Limited Partners as IMP (in proportion to their respective Class E Percentage Interests) until the Class D Partners, if applicable, and the Class E Limited Partners have received under this Section 8.1(b)(6) together with the amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii), (but only to the extent amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii) are received after each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received a Rate of Return on the aggregate Capital Contributions made by such Partner in respect of the Partnership Units held by such Partner equal to seventeen and one half percent (17 1/2%)) as applicable, an amount equal to twenty-five percent (25%) of the Second Tier Differential. (7) Seventh, (i) with respect to periods during which BGP is the Administering General Partner, seventeen and one-half percent (17 1/2%) of the remainder to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), (ii) seven and one-half percent (7 1/2%) of the remainder to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) and (iiii)(x) seventy-five percent (75%) to the Members pro rata in accordance with their respective Percentage Interests and (y) twenty percent (25%) to the Administering Member, or (ii) if a Default has occurred, one hundred percent (100%) to the Members pro rata in accordance with their respective Percentage Interests. (d) If amounts in respect of sub-clause (y) of Section 8.1(c)(iii) have previously been distributed to Administering Member in respect of any Property and, subsequently, by reason of the remainder contribution of additional capital in respect of such Property, the amounts previously distributed in respect of clause (y) of Section 8.1(c)(iii) exceed the amount Administering Member would have been entitled to receive as of such subsequent date if the ordering of the distributions to, and the contributions by, the Members were disregarded, then the parties hereto shall make appropriate adjustments to the Partners other than the Class A Preferred Limited Partners future amounts to be distributed to them (and the Class E Limited Partners (PRO RATA in proportion any future distributions to their relative Capital Contributions). With respect be made to periods during which BGP is not the Administering General Partner, amounts otherwise distributable to the holders of the Class D Units Member pursuant to Sections 8.1(b)(5)(ii), sub-clause (6)(iy) and (7)(iof Section 8.1(c)(iii) shall be distributable under Sections 8.1(b)(5)(i), (6)(ii) and (7)(iii), respectively, unless the General Partners (other than BGP) desire to admit a new Administering General Partner, in which case the General Partners may jointly determine to distribute part or all of such amounts instead to such new Administering General Partner or otherwise as such other General Partners shall determine. (c) The Partnership shall endeavor to distribute in each Fiscal Year (and, adjusted to the extent required, necessary so that the immediately following Fiscal Year) Available Cash (strictly in accordance with the priorities set forth in Section 8.1(b)) in an amount at least sufficient (taking into aggregate amounts distributed to Administering Member on account of all other distributions) for the Investor Group Partners' (and if such Investor Group Partner is a pass-through entity for tax purposes, the shareholders, members or partners comprising such Investor Group Partner) payment of federal, state and local income taxes arising payments in respect of each Investor Group Partner's share sub-clause (or y) of Section 8.1(c)(iii) do not exceed the share amount of payments Administering Member would be entitled to receive in respect of sub-clause (y) of Section 8.1(c)(iii) as of such subsequent date if the ordering of the shareholdersdistributions to, members and the contributions by, the Members were disregarded. Notwithstanding the foregoing, once a Property or partners comprising such Investor Group Partner) of the income of the Partnership for such Fiscal Yeara Subsidiary has been sold, assuming the highest combined effective tax rate applicable to an individual resident in Massachusetts (but the foregoing no adjustments shall not be grounds for an Additional Capital Call), PROVIDED, HOWEVER, that in the case of phantom income for any member of the Berkshire Group, such distribution shall be made in proportion to the Partnership Percentage Interests of the Investor Group Partners PROVIDED, HOWEVER, that no distributions may be made pursuant to this clause (cSection 8.1(d) at in respect of distributions previously made pursuant to Section 8.1(c)(iii)(y) attributable to such Property or a Subsidiary. In no event shall Administering Member be required to return any time when distributions to be paid under Section 8.1(b)(1) are accrued and unpaid and PROVIDED FURTHER that such distributions shall offset amounts otherwise distributable to partners currently or in received from the futureCompany.

Applications and Distributions. (a) Distributions of Available Cash (subject to all restrictions contained in the definition of such term) for each quarter shall be made to the Partners by the Administering General Partner on behalf of the Partnership in accordance with Section 8.1(b) within 60 days after the end of such quarter of each Fiscal Year. (b) Available Cash shall be distributed to the Partners in the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.3: (1) First, to the Class A Preferred Limited Partners, PRO RATA pro rata in accordance with their respective Class A Preferred Percentage Interests, until each of the Class A Preferred Limited Partners has received a cumulative, compounded quarterly to the extent not paid on a quarterly basis, return of 7.5% per annum on the amount of such Class A Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b) (1) (any shortfall in the full payment of such return, from time to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units). (2) Second, to holders of Class C Preferred Units (PRO RATA pro rata in proportion to the amount of any accrued and unpaid return owing with respect to the Class C Preferred Units held by each such Partner) until each of such Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(2) and of all prior Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made in respect of Class C Preferred Units) by such Partner, a Rate of Return on the aggregate Capital Contributions made by it in respect of the Class C Preferred Units equal to twelve percent (12%). (3) Third, to the holders of Class B Units and Class D Units on a pari passu basis (PRO RATA pro rata in proportion to the amount of any accrued and unpaid return owing with respect to the Class B Units and Class D Units held by each such Partner) until each such Partner has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(3) and of all prior Capital Contributions made in respect of such Class B Units or Class D Units, as applicable, pursuant to Section 6.1 by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Class B Units and Class D Units equal to twelve percent (12%). (4) Fourth, to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA pro rata in proportion to their relative Capital Contributions) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(4) and under Sections 8.1(b)(2) and 8.1(b)(3) and of all prior Capital Contributions made by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to fifteen percent (15%). (5) Fifth, (i) 80% to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA pro rata in proportion to their relative Capital Contributions) and (ii) with respect to periods during which BGP is the Administering General Partner, fourteen percent (14%) to the Class D Partners (PRO RATA pro rata in proportion to their relative Class D Percentage Interests), and (iii) 6% to the Class E Limited Partners as IMP (PRO RATA pro rata in proportion to their respective Class E Percentage Interests) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Sections 8.1(b)(5) and under Sections 8.1(b)(2), 8.1(b)(3) and 8.1(b)(4) and the amount and timing of all prior Capital Contributions, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to twenty percent (20%). (6) Sixth, (i) with respect to periods during which BGP is the Administering General Partner, seventy percent (70%) to the Class D Partners (PRO RATA pro rata in proportion to their relative Class D Percentage Interests) and (ii) thirty percent (30%) to the Class E Limited Partners as IMP (in proportion to their respective Class E Percentage Interests) until the Class D Partners, if applicable, and the Class E Limited Partners have received under this Section 8.1(b)(6) together with the amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii), (but only to the extent amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii) are received after each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received a Rate of Return on the aggregate Capital Contributions made by such Partner in respect of the Partnership Units held by such Partner equal to seventeen and one half percent (17 1/2%)) as applicable, an amount equal to twenty-five percent (25%) of the Second Tier Differential. (7) Seventh, (i) with respect to periods during which BGP is the Administering General Partner, seventeen and one-half percent (17 1/2%) of the remainder to the Class D Partners (PRO RATA pro rata in proportion to their relative Class D Percentage Interests), (ii) seven and one-half percent (7 1/2%) of the remainder to the Class E Limited Partners as IMP (PRO RATA pro rata in proportion to their respective Class E Percentage Interests) and (iii) seventy-five percent (75%) of the remainder to the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA pro rata in proportion to their relative Capital Contributions). With respect to periods during which BGP is not the Administering General Partner, amounts otherwise distributable to the holders of the Class D Units pursuant to Sections 8.1(b)(5)(ii), (6)(i) and (7)(i) shall be distributable under Sections 8.1(b)(5)(i), (6)(ii) and (7)(iii), respectively, unless the General Partners (other than BGP) desire to admit a new Administering General Partner, in which case the General Partners may jointly determine to distribute part or all of such amounts instead to such new Administering General Partner or otherwise as such other General Partners shall determine. (c) The Partnership shall endeavor to distribute in each Fiscal Year (and, to the extent required, the immediately following Fiscal Year) Available Cash (strictly in accordance with the priorities set forth in Section 8.1(b)) in an amount at least sufficient (taking into account all other distributions) for the Investor Group Partners' (and if such Investor Group Partner is a pass-through entity for tax purposes, the shareholders, members or partners comprising such Investor Group Partner) payment of federal, state and local income taxes arising in respect of each Investor Group Partner's share (or the share of the shareholders, members or partners comprising such Investor Group Partner) of the income of the Partnership for such Fiscal Year, assuming the highest combined effective tax rate applicable to an individual resident in Massachusetts (but the foregoing shall not be grounds for an Additional Capital Call), PROVIDEDprovided, HOWEVERhowever, that in the case of phantom income for any member of the Berkshire Group, such distribution shall be made in proportion to the Partnership Percentage Interests of the Investor Group Partners PROVIDEDprovided, HOWEVERhowever, that no distributions may be made pursuant to this clause (c) at any time when distributions to be paid under Section 8.1(b)(1) are accrued and unpaid and PROVIDED FURTHER provided further that such distributions shall offset amounts otherwise distributable to partners currently or in the future.

Applications and Distributions. (a) Distributions of Available Net Cash (subject to all restrictions contained in the definition of such term) for each quarter Flow shall be made to the Partners Members by the Administering General Partner on behalf of the Partnership Company in accordance with Section 8.1(b) within 60 twenty-five (25) days after the end of each month, subject to the terms of any Loan Agreements to the contrary. Net Proceeds from Capital Transactions shall be made to the Members by the Company as soon as practicable after the closing of the Capital Transaction that generated such quarter Net Proceeds from Capital Transactions, subject to the terms of each Fiscal Yearany Loan Agreement or Preferred Equity Financing Document to the contrary. (b) Available Net Cash Flow with respect to each calendar month shall be distributed to the Partners Members and paid to the Portfolio Advisor in the following order of priority (and the calculations described in the following clauses shall be made as of the last date of each month), subject to the other terms of this Article 8: (i) First, to the holders of the Whitehall Class B Interest until such holders have received payment of an amount equal to the excess, if any, of (A) the Whitehall Class B Return payable by the Company to such holders from the Effective Time to the date of such distribution over (B) the sum of all prior distributions to the holders of the Whitehall Class B Interest pursuant to this Section 8.1(b)(i) and Section 8.1(c)(ii). (ii) Second, to holders of the XxXxxx Class C Interest until such holders have received payment of an amount equal to the excess, if any, of (A) the XxXxxx Class C Return payable by the Company to such holders from the Effective Time to the date of such distribution over (B) the sum of all prior distributions to holders of the XxXxxx Class C Interest pursuant to this Section 8.1(b)(ii) and Section 8.1(c)(iii). (iii) Third, to holders of the XxXxxx Class B Interest and the XxXxxx Class A Interest pro rata (based on the XxXxxx Class B Investment and the XxXxxx Class A Investment, respectively) until such holders have received payment of an amount equal to the excess, if any, of (A) the Preferred 14% Return with respect to the XxXxxx Class A Investment and the XxXxxx Class B Investment, respectively, payable by the Company to such holders from the Effective Time to the date of such distribution over (B) the sum of all prior distributions to such holders pursuant to this Section 8.1(b)(iii) and Section 8.1(c)(iv). (iv) Fourth, to the Portfolio Advisor until the Portfolio Advisor has received the portion of the Portfolio Advisory Fee payable for such month and any accrued and unpaid portion of the Portfolio Advisory Fee plus all accrued interest thereon. (v) Fifth, to holders of the Whitehall Class A Interest until such holders have received payment of an amount equal to the excess, if any, of (A) the Preferred 14% Return with respect to the Whitehall Class A Investment payable by the Company to such holders from the Effective Time to the date of such distribution over (B) the sum of all prior distributions to such holders pursuant to this Section 8.1(b)(v) and Section 8.1(c)(vi). (vi) Sixth, to holders of the Whitehall Class B Interest to return the Whitehall Class B Investment. (vii) Seventh, to holders of the XxXxxx Class C Interest to return the XxXxxx Class C Investment; provided, however, that for a period of five years commencing on the Closing Date, such holders may elect not to receive amounts payable pursuant to this Section 8.1(b)(vii). (viii) Eighth, in the event that the amount of XxXxxx'x Initial Capital Contribution is equal to or greater than the XxXxxx Threshold Amount, to holders of the XxXxxx Class B Interest, the XxXxxx Class A Interest and the Whitehall Class A Interest pro rata (based on the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment, respectively) until such time as such holders have each received aggregate distributions to achieve a Preferred 15% Return with respect to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment, respectively, payable by the Company to each of such holders from the Effective Time to the date of such distribution over (A) with respect to holders of the XxXxxx Class B Interest and the XxXxxx Class A Interest, respectively, the sum of all prior distributions to such holders pursuant to Section 8.1(b)(iii), Section 8.1(c)(iv), this Section 8.1(b)(viii) and Section 8.1 (c)(ix) and (B) with respect to holders of the Whitehall Class A Interest, the sum of all prior distributions to such holders pursuant to Section 8.1(b)(v), Section 8.1(c)(vi), this Section 8.1(b)(viii) and Section 8.1(c)(ix). Such pro rata distributions to holders of the XxXxxx Class B Interest, the XxXxxx Class A Interest and the Whitehall Class A Interest shall be in proportion to the balances of the unpaid amount necessary to achieve such Preferred 15% Return with respect to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment, respectively, for each Member holding such Interests (i.e., each such Member would receive a portion of the distribution equal to the product determined by multiplying (A) the aggregate amount of funds subject to distribution pursuant to this clause (viii) by (B) a fraction the numerator of which shall be equal to the amount necessary for such Member to achieve the Preferred 15% Return with respect to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment, respectively, held by such Member and the denominator of which shall be equal to the aggregate amount necessary for each Member holding such Interests to achieve the Preferred 15% Return with respect to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment held by such Member). (ix) Ninth, to holders of the XxXxxx Class B Interest, the XxXxxx Class A Interest and the Whitehall Class A Interest pro rata to return the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment, respectively, in proportion to the balances of the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment (i.e., each Member holding such Interests would receive a portion of the distribution equal to the product determined by multiplying (A) the aggregate amount of funds subject to distribution pursuant to this clause (ix) by (B) a fraction the numerator of which shall be equal to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment of such Member, as applicable, and the denominator of which shall be equal to the sum of the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment. (x) Thereafter, 100% to holders of the Whitehall Class A Interest. (c) Net Proceeds from Capital Transactions shall be distributed to the Members and paid to the Portfolio Advisor in the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.38: (1i) First, to repay all outstanding Senior Indebtedness secured by the Class A Preferred Limited Partners, PRO RATA in accordance with their respective Class A Preferred Percentage Interests, until each Property or Properties which are the subject of the Class A Preferred Limited Partners has received such Capital Transaction and any other amount required to be paid as a cumulative, compounded quarterly result of such Capital Transaction pursuant to the extent not paid on terms of any Loan Agreement or Preferred Equity Financing Document to which the Company or any Subsidiary is a quarterly basis, return of 7.5% per annum on the amount of such Class A Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b) (1) (any shortfall in the full payment of such return, from time to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units)party. (2ii) Second, to holders of Class C Preferred Units (PRO RATA in proportion to the amount of any accrued and unpaid return owing with respect to the Class C Preferred Units held by each such Partner) until each of such Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(2) and of all prior Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made in respect of Class C Preferred Units) by such Partner, a Rate of Return on the aggregate Capital Contributions made by it in respect of the Class C Preferred Units equal to twelve percent (12%). (3) Third, to the holders of the Whitehall Class B Units Interest until such holders have received all accrued but unpaid amounts payable to such holders pursuant to Section 8.1(b)(i). (iii) Third, to holders of the XxXxxx Class C Interest until such holders have received all accrued but unpaid amounts payable to such holders pursuant to Section 8.1(b)(ii). (iv) Fourth, to holders of the XxXxxx Class B Interest and the XxXxxx Class D Units A Interest pro rata (based on the XxXxxx Class B Investment and the XxXxxx Class A Investment, respectively) until such holders have received all accrued but unpaid amounts payable to such holders pursuant to Section 8.1(b)(iii). (v) Fifth, to the Portfolio Advisor until the Portfolio Advisor has received all accrued but unpaid amounts payable to the Portfolio Advisor pursuant to Section 8.1(b)(iv). (vi) Sixth, to holders of the Whitehall Class A Interest until such holders have received all accrued but unpaid amounts payable to such holders pursuant to Section 8.1(b)(v). (vii) Seventh, to holders of the Whitehall Class B Interest to return the Whitehall Class B Investment. (viii) Eighth, to holders of the XxXxxx Class C Interest to return the XxXxxx Class C Investment; provided, however, that for a pari passu basis period of five years commencing on the Closing Date, such holders may elect not to receive amounts payable pursuant to this Section 8.1(c)(viii). (PRO RATA ix) Ninth, in the event that the amount of XxXxxx'x Initial Capital Contribution is equal to or greater than the XxXxxx Threshold Amount, to holders of the XxXxxx Class B Interest, the XxXxxx Class A Interest and the Whitehall Class A Interest pro rata (based on the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment, respectively) until such time as such holders have each received aggregate distributions to achieve a Preferred 15% Return with respect to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment, respectively, payable by the Company to each of such holders from the Effective Time to the date of such distribution over (A) with respect to holders of the XxXxxx Class B Interest and the XxXxxx Class A Interest, the sum of all prior distributions to such holders pursuant to Sections 8.1(b)(iii), 8.1(c)(iv), 8.1(b)(viii) and this Section 8.1(c)(ix) and (B) with respect to holders of the Whitehall Class A Interest, the sum of all prior distributions to such holders pursuant to Sections 8.1(b)(v), 8.1(c)(vi), 8.1(b)(viii) and this Section 8.1(c)(ix). Such pro rata distributions to holders of the XxXxxx Class B Interest, the XxXxxx Class A Interest and the Whitehall Class A Interest shall be in proportion to the balances of the unpaid amount of any accrued and unpaid return owing necessary to achieve such Preferred 15% Return with respect to the XxXxxx Class B Units and Class D Units held by each such Partner) until each such Partner has receivedInvestment, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(3) and of all prior Capital Contributions made in respect of such Class B Units or Class D Units, as applicable, pursuant to Section 6.1 by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Class B Units and Class D Units equal to twelve percent (12%). (4) Fourth, to all of the Partners other than the XxXxxx Class A Preferred Limited Partners Investment and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) until each Partner other than the Whitehall Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(4) and under Sections 8.1(b)(2) and 8.1(b)(3) and of all prior Capital Contributions made by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to fifteen percent (15%). (5) Fifth, (i) 80% to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) and (ii) with respect to periods during which BGP is the Administering General Partner, fourteen percent (14%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), and (iii) 6% to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Sections 8.1(b)(5) and under Sections 8.1(b)(2), 8.1(b)(3) and 8.1(b)(4) and the amount and timing of all prior Capital Contributions, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to twenty percent (20%). (6) Sixth, (i) with respect to periods during which BGP is the Administering General Partner, seventy percent (70%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests) and (ii) thirty percent (30%) to the Class E Limited Partners as IMP (in proportion to their respective Class E Percentage Interests) until the Class D Partners, if applicable, and the Class E Limited Partners have received under this Section 8.1(b)(6) together with the amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii), (but only to the extent amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii) are received after each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received a Rate of Return on the aggregate Capital Contributions made by such Partner in respect of the Partnership Units held by such Partner equal to seventeen and one half percent (17 1/2%)) as applicable, an amount equal to twenty-five percent (25%) of the Second Tier Differential. (7) Seventh, (i) with respect to periods during which BGP is the Administering General Partner, seventeen and one-half percent (17 1/2%) of the remainder to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), (ii) seven and one-half percent (7 1/2%) of the remainder to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) and (iii) seventy-five percent (75%) of the remainder to the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions). With respect to periods during which BGP is not the Administering General Partner, amounts otherwise distributable to the holders of the Class D Units pursuant to Sections 8.1(b)(5)(ii), (6)(i) and (7)(i) shall be distributable under Sections 8.1(b)(5)(i), (6)(ii) and (7)(iii)Investment, respectively, unless for each Member holding such Interests (i.e., each such Member would receive a portion of the General Partners (other than BGP) desire to admit a new Administering General Partner, in which case the General Partners may jointly determine to distribute part or all of such amounts instead to such new Administering General Partner or otherwise as such other General Partners shall determine. (c) The Partnership shall endeavor to distribute in each Fiscal Year (and, distribution equal to the extent required, product determined by multiplying (A) the immediately following Fiscal Year) Available Cash (strictly in accordance with the priorities set forth in Section 8.1(b)) in an aggregate amount at least sufficient (taking into account all other distributions) for the Investor Group Partners' (and if such Investor Group Partner is a pass-through entity for tax purposes, the shareholders, members or partners comprising such Investor Group Partner) payment of federal, state and local income taxes arising in respect of each Investor Group Partner's share (or the share of the shareholders, members or partners comprising such Investor Group Partner) of the income of the Partnership for such Fiscal Year, assuming the highest combined effective tax rate applicable funds subject to an individual resident in Massachusetts (but the foregoing shall not be grounds for an Additional Capital Call), PROVIDED, HOWEVER, that in the case of phantom income for any member of the Berkshire Group, such distribution shall be made in proportion to the Partnership Percentage Interests of the Investor Group Partners PROVIDED, HOWEVER, that no distributions may be made pursuant to this clause (cix) at by (B) a fraction the numerator of which shall be equal to the amount necessary for such Member to achieve the Preferred 15% Return with respect to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment held by such Member and the denominator of which shall be equal to the aggregate amount necessary for each Member holding such Interests to achieve the Preferred 15% Return with respect to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment held by such Member). (x) Tenth, to holders of the XxXxxx Class B Interest, the XxXxxx Class A Interest and the Whitehall Class A Interest pro rata to return the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment, respectively, in proportion to the balances of the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment (i.e., each Member holding such Interests would receive a portion of the distribution equal to the product determined by multiplying (A) the aggregate amount of funds subject to distribution pursuant to this clause (x) by (B) a fraction the numerator of which shall be equal to the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment of such Member, as applicable, and the denominator of which shall be equal to the sum of the XxXxxx Class B Investment, the XxXxxx Class A Investment and the Whitehall Class A Investment). (xi) Thereafter, 100% to holders of the Whitehall Class A Interest. (d) Upon the making of any time when distributions distribution pursuant to Article 8 to any Member of the Company, all Members shall be paid under Section 8.1(b)(1) are accrued given reasonably detailed information in writing by the Company identifying the amount of such distribution and unpaid the Sections and PROVIDED FURTHER that clauses of this Article pursuant to which such distributions shall offset amounts otherwise distributable to partners currently or in the futuredistribution was made.

Applications and Distributions. (a) Distributions of Available Cash (subject to all restrictions contained in the definition of such term) for each quarter shall be made to the Partners by the Administering General Partner on behalf of the Partnership in accordance with Section 8.1(b) within 60 days after the end of such quarter of each Fiscal Year. (b) Available Cash shall be distributed to the Partners in the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.3: (1) First, to the Class A Preferred Limited Partners, PRO RATA pro rata in accordance with their respective Class A Preferred Percentage Interests, until each of the Class A Preferred Limited Partners has received a cumulative, compounded quarterly to the extent not paid on a quarterly basis, return of 7.5% per annum on the amount of such Class A Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b) (1) (any shortfall in the full payment of such return, from time to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units). (2) Second, to holders of Class C Preferred Units (PRO RATA pro rata in proportion to the amount of any accrued and unpaid return owing with respect to the Class C Preferred Units held by each such Partner) until each of such Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(2) and of all prior Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made in respect of Class C Preferred Units) by such Partner, a Rate of Return on the aggregate Capital Contributions made by it in respect of the Class C Preferred Units equal to twelve percent (12%). (3) Third, to the holders of Class B Units and Class D Units on a pari passu basis (PRO RATA pro rata in proportion to the amount of any accrued and unpaid return owing with respect to the Class B Units and Class D Units held by each such Partner) until each such Partner has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(3) and of all prior Capital Contributions made in respect of such Class B Units or Class D Units, as applicable, pursuant to Section 6.1 by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Class B Units and Class D Units equal to twelve percent (12%). (4) Fourth, to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA pro rata in proportion to their relative Capital Contributions) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(4) and under Sections 8.1(b)(2) and 8.1(b)(3) and of all prior Capital Contributions made by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to fifteen percent (15%). (5) Fifth, (i) 80% to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA pro rata in proportion to their relative Capital Contributions) and (ii) with respect to periods during which BGP is the Administering General Partner, fourteen percent (14%) to the Class D Partners (PRO RATA pro rata in proportion to their relative Class D Percentage Interests), and (iii) 6% to the Class E Limited Partners as IMP (PRO RATA pro rata in proportion to their respective Class E Percentage Interests) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Sections Section 8.1(b)(5) and under Sections 8.1(b)(2), 8.1(b)(3) and 8.1(b)(4) and the amount and timing of all prior Capital Contributions, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to twenty percent (20%). (6) Sixth, (i) with respect to periods during which BGP is the Administering General Partner, seventy percent (70%) to the Class D Partners (PRO RATA pro rata in proportion to their relative Class D Percentage Interests) and (ii) thirty percent (30%) to the Class E Limited Partners as IMP (in proportion to their respective Class E Percentage Interests) until the Class D Partners, if applicable, and the Class E Limited Partners have received under this Section 8.1(b)(6) together with the amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii), (but only to the extent amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii) are received after each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received a Rate of Return on the aggregate Capital Contributions made by such Partner in respect of the Partnership Units held by such Partner equal to seventeen and one half percent (17 1/2%)) as applicable, an amount equal to twenty-five percent (25%) of the Second Tier Differential. (7) Seventh, (i) with respect to periods during which BGP is the Administering General Partner, seventeen and one-half percent (17 1/2%) of the remainder to the Class D Partners (PRO RATA pro rata in proportion to their relative Class D Percentage Interests), (ii) seven and one-half percent (7 1/2%) of the remainder to the Class E Limited Partners as IMP (PRO RATA pro rata in proportion to their respective Class E Percentage Interests) and (iii) seventy-five percent (75%) of the remainder to the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA pro rata in proportion to their relative Capital Contributions). With respect to periods during which BGP is not the Administering General Partner, amounts otherwise distributable to the holders of the Class D Units pursuant to Sections 8.1(b)(5)(ii), (6)(i) and (7)(i) shall be distributable under Sections 8.1(b)(5)(i), (6)(ii) and (7)(iii), respectively, unless the General Partners (other than BGP) desire to admit a new Administering General Partner, in which case the General Partners may jointly determine to distribute part or all of such amounts instead to such new Administering General Partner or otherwise as such other General Partners shall determine. (c) The Partnership shall endeavor to distribute in each Fiscal Year (and, to the extent required, the immediately following Fiscal Year) Available Cash (strictly in accordance with the priorities set forth in Section 8.1(b)) in an amount at least sufficient (taking into account all other distributions) for the Investor Group Partners' (and if such Investor Group Partner is a pass-through entity for tax purposes, the shareholders, members or partners comprising such Investor Group Partner) payment of federal, state and local income taxes arising in respect of each Investor Group Partner's share (or the share of the shareholders, members or partners comprising such Investor Group Partner) of the income of the Partnership for such Fiscal Year, assuming the highest combined effective tax rate applicable to an individual resident in Massachusetts (but the foregoing shall not be grounds for an Additional Capital Call), PROVIDEDprovided, HOWEVERhowever, that in the case of phantom income for any member of the Berkshire Group, such distribution shall be made in proportion to the Partnership Percentage Interests of the Investor Group Partners PROVIDEDprovided, HOWEVERhowever, that no distributions may be made pursuant to this clause (c) at any time when distributions to be paid under Section 8.1(b)(1) are accrued and unpaid and PROVIDED FURTHER provided further that such distributions shall offset amounts otherwise distributable to partners currently or in the future.

Applications and Distributions. (aA) Distributions Subject to Sections 4.04, 5.02(C) and 5.03 and compliance with the Nevada Gaming Laws, distributions of Available Cash (subject to all restrictions contained in the definition of such term) for each quarter Net Investment Revenues shall be made to the Partners by Members quarterly, or in the Administering General Partner on behalf discretion of the Partnership in accordance with Section 8.1(b) within 60 days after Managing Member, more frequently, to the end of such quarter of each Fiscal Yearextent available. (bB) Available Cash Any Company Loan (including accrued and unpaid interest) shall be repaid in full prior to any distributions of Net Investment Revenues under Section 5.02(C). The Members who have made Company Loans shall be repaid pro rata in proportion to the relative amounts due on all Company Loans outstanding (including accrued and unpaid interest) that each such Member has owing to it. In repaying the Company Loans, the Company shall first pay any accrued interest at the Default Rate and then shall pay the principal amount of thereof, until all such Members have received the full amount of principal and accrued interest, if any, on such Company Loans. (C) All Net Investment Revenues shall be distributed to the Partners Members in the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.3:): (1) First, to the Class A Preferred Limited Partners, PRO RATA Members pro rata in accordance with proportion to their respective Class A relative Preferred Percentage Interests, until each of the Class A Preferred Limited Partners has received a cumulative, compounded quarterly to the extent not paid on a quarterly basis, return of 7.5% per annum on such time that the amount of such Class A each Member’s Unreturned Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b) (1) (any shortfall in the full payment of such return, from time is equal to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units).zero; (2) Second, one hundred percent (100%) to holders of Class C Preferred Units (PRO RATA the Members pro rata in proportion to their respective Preferred Percentage Interests at the amount time of any accrued and unpaid return owing with respect to the Class C Preferred Units held by each such Partner) distribution, until each of such Partners the Members has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(25.02(C)(2) and of all prior the Preferred Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made in respect of Class C Preferred Units) by such PartnerContributions, a Preferred Internal Rate of Return on the aggregate Preferred Capital Contributions made by it in respect of the Class C Preferred Units equal to twelve fifteen percent (1215%) (the “Preferred Return”).; (3) Third, to the holders of Class B Units and Class D Units on a pari passu basis (PRO RATA Members pro rata in proportion to their relative Percentage Interests, until such time that each of the amount of any accrued Member’s Unreturned Capital is equal to zero; and (4) Fourth, (x) ninety six and unpaid return owing with respect six-tenths percent (96.6%) to the Class B Units Members pro rata in proportion to their respective Percentage Interest at the time of such distribution and Class D Units held by (y) three and four-tenths percent (3.4%) to Highgate; provided that if (x) a Whitehall Member or an Affiliate of a Whitehall Member has made a Loan Guaranty and (y) each such Partner) until each such Partner of the Whitehall Members has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(35.02(C)(4) and of all prior Capital Contributions made in respect of such Class B Units or Class D UnitsContributions, as applicable, pursuant to Section 6.1 by such Partner, a an Internal Rate of Return on the aggregate all Capital Contributions made in respect other than Preferred Capital Contributions equal to ten percent (10%), then one hundred percent (100%) of the Class B Units and Class D Units equal distributions otherwise distributable to twelve percent (12%). (4the Whitehall Members pursuant to this Section 5.02(C)(4) Fourth, shall instead be distributed to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) Highgate until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners such time as Highgate has received, taking into account the amount and timing of all prior distributions under amounts distributed to Highgate pursuant to this proviso of this Section 8.1(b)(4) and under Sections 8.1(b)(2) and 8.1(b)(3) and of all prior Capital Contributions made by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to fifteen percent (15%5.02(C)(4). (5) Fifth, (i) 80% to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) and (ii) with respect to periods during which BGP is the Administering General Partner, fourteen percent (14%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), and (iii) 6% to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Sections 8.1(b)(5) and under Sections 8.1(b)(2), 8.1(b)(3) and 8.1(b)(4) and the amount and timing of all prior Capital Contributions, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to twenty percent (20%). (6) Sixth, (i) with respect to periods during which BGP is the Administering General Partner, seventy percent (70%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests) and (ii) thirty percent (30%) to the Class E Limited Partners as IMP (in proportion to their respective Class E Percentage Interests) until the Class D Partners, if applicable, and the Class E Limited Partners have received under this Section 8.1(b)(6) together with the amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii), (but only to the extent amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii) are received after each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received a Rate of Return on the aggregate Capital Contributions made by such Partner in respect of the Partnership Units held by such Partner equal to seventeen and one half percent (17 1/2%)) as applicable, an amount equal to twentythree and four-five tenths percent (253.4%) multiplied by the Credit Enhancement Fee received by the provider of such Loan Guaranty. Set forth on Schedule B attached hereto are hypothetical examples of the Second Tier Differentialoperation of Section 5.02(C) . The examples set forth on Schedule B are for illustrative purposes only, are not an indication or a guarantee of future performance, do not take into account all of the variables that may affect such calculations and should not be relied upon for purposes of calculating distributions pursuant to this Section 5.02. (7D) SeventhIf, (i) with on the date of any distribution pursuant to Section 5.02(C), amounts in respect to periods during which BGP is the Administering General Partner, seventeen and one-half percent (17 1/2%) of the remainder Actual Promote Payments have previously been distributed to Highgate and, subsequently, by reason of the contribution of additional capital or otherwise, the Actual Promote Payments exceeds the Requisite Promote, then the Members shall make appropriate adjustments to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), (ii) seven and one-half percent (7 1/2%) amounts of the remainder Actual Promote Payments previously distributed to Highgate (and Highgate shall return to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) and (iii) seventy-five percent (75%) of the remainder Company for redistribution to the Partners Members other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion Highgate all or a portion of such Actual Promote Payments actually made to their relative Capital Contributions). With respect to periods during which BGP is not the Administering General Partner, Highgate) and/or any amounts otherwise that may subsequently be distributed or distributable to the holders of the Class D Units pursuant to Sections 8.1(b)(5)(ii), (6)(i) and (7)(i) shall be distributable under Sections 8.1(b)(5)(i), (6)(ii) and (7)(iii), respectively, unless the General Partners (other than BGP) desire to admit a new Administering General Partner, in which case the General Partners may jointly determine to distribute part or all of such amounts instead to such new Administering General Partner or otherwise as such other General Partners shall determine. (c) The Partnership shall endeavor to distribute in each Fiscal Year (and, Highgate to the extent required, necessary so that the immediately following Fiscal Year) Available Cash (strictly in accordance with the priorities set forth in Section 8.1(b)) in an net amount at least sufficient (taking into account all other distributions) for the Investor Group Partners' (and if such Investor Group Partner is a pass-through entity for tax purposes, the shareholders, members or partners comprising such Investor Group Partner) payment of federal, state and local income taxes arising in respect of each Investor Group Partner's share (or the share of the shareholders, members or partners comprising Actual Promote Payments received by Highgate (after giving effect to such Investor Group Partneradjustments) of do not exceed the income of the Partnership for such Fiscal Year, assuming the highest combined effective tax rate applicable to an individual resident in Massachusetts (but the foregoing shall not be grounds for an Additional Capital Call), PROVIDED, HOWEVER, that in the case of phantom income for any member of the Berkshire Group, such distribution shall be made in proportion to the Partnership Percentage Interests of the Investor Group Partners PROVIDED, HOWEVER, that no distributions may be made pursuant to this clause (c) at any time when distributions to be paid under Section 8.1(b)(1) are accrued and unpaid and PROVIDED FURTHER that such distributions shall offset amounts otherwise distributable to partners currently or in the futureRequisite Promote.

Applications and Distributions. (a) Distributions of The Company will distribute Available Cash (subject to all restrictions contained in the definition of such term) for each quarter shall be made to Fiscal Year (other than the Partners by Fiscal Year in which the Administering General Partner on behalf of the Partnership Company liquidates) in accordance with Section 8.1(b10.1(b) or (c), as applicable; provided that the Managers may reserve amounts for potential or pending litigation and other actual or potential liabilities in such amounts and for such period of time (not to exceed five (5) years from the final sale of Interests) as the Managers deem appropriate. Subject to this Section 10.1(a), the Company will make any such distributions to the Members in accordance with Section 10.1(b) or (c), as applicable. In applying the terms of Sections 10.1(b) and (c), (i) until a particular priority has been satisfied in full, no amounts will be distributable under any junior priority, (ii) the Members identified at each level of priority shall receive distributions at the same time without preference or priority of one Member over another until all Members at that level have received the full amount to which they are entitled and before any distributions are made or paid to any Members for amounts in a lower level of priority and (iii) all amounts distributable under a particular priority will be prorated among the Members in the manner specified within 60 days after the end priority, and the method of such quarter of proration applied to each Fiscal Yeardollar distributable in that priority will be the same until that priority is satisfied in full. (b) Except as otherwise provided in Section 9.2(h), Available Cash shall with respect to any Fiscal Quarter during the Class B Initial Distribution Period will be distributed to the Partners on each Distribution Date in accordance with the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.3priorities: (1i) First, in the event that as of any Distribution Date there is a Class A Distribution Deficiency greater than ***, *** to Member A until the Class A Preferred Limited Partners, PRO RATA in accordance with their respective Class A Preferred Percentage Interests, until each of the Class A Preferred Limited Partners has received a cumulative, compounded quarterly to the extent not paid on a quarterly basis, return of 7.5% per annum on the amount of such Class A Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b)Distribution Deficiency is *** or less; (1) (any shortfall in the full payment of such return, from time to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units). (2ii) Second, *** to holders of Member B until Member B has received the Class C Preferred Units (PRO RATA in proportion to the amount of any accrued and unpaid return owing B Initial Distribution Amount with respect to such Fiscal Year (in the event that Available Cash with respect to any such Fiscal Year is less than the Class C Preferred Units held by each B Initial Distribution Amount with respect to such Partner) until each of year, Member B shall not be entitled to any such Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(2) and of all prior Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made shortfall in respect of Class C Preferred Units) by such Partner, a Rate of Return on the aggregate Capital Contributions made by it in respect of the Class C Preferred Units equal to twelve percent (12%subsequent Fiscal Years).; and (3iii) Third, *** to the holders of Class B Units and Class D Units on a pari passu basis (PRO RATA in proportion to the amount of any accrued and unpaid return owing with respect to the Class B Units and Class D Units held by each such Partner) until each such Partner has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(3) and of all prior Capital Contributions made in respect of such Class B Units or Class D Units, as applicable, pursuant to Section 6.1 by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Class B Units and Class D Units equal to twelve percent (12%). (4) Fourth, to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(4) and under Sections 8.1(b)(2) and 8.1(b)(3) and of all prior Capital Contributions made by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to fifteen percent (15%). (5) Fifth, (i) 80% to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) and (ii) with respect to periods during which BGP is the Administering General Partner, fourteen percent (14%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), and (iii) 6% to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Sections 8.1(b)(5) and under Sections 8.1(b)(2), 8.1(b)(3) and 8.1(b)(4) and the amount and timing of all prior Capital Contributions, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to twenty percent (20%). (6) Sixth, (i) with respect to periods during which BGP is the Administering General Partner, seventy percent (70%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests) and (ii) thirty percent (30%) to the Class E Limited Partners as IMP (in proportion to their respective Class E Percentage Interests) until the Class D Partners, if applicable, and the Class E Limited Partners have received under this Section 8.1(b)(6) together with the amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii), (but only to the extent amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii) are received after each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received a Rate of Return on the aggregate Capital Contributions made by such Partner in respect of the Partnership Units held by such Partner equal to seventeen and one half percent (17 1/2%)) as applicable, an amount equal to twenty-five percent (25%) of the Second Tier Differential. (7) Seventh, (i) with respect to periods during which BGP is the Administering General Partner, seventeen and one-half percent (17 1/2%) of the remainder to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), (ii) seven and one-half percent (7 1/2%) of the remainder to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) and (iii) seventy-five percent (75%) of the remainder to the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions). With respect to periods during which BGP is not the Administering General Partner, amounts otherwise distributable to the holders of the Class D Units pursuant to Sections 8.1(b)(5)(ii), (6)(i) and (7)(i) shall be distributable under Sections 8.1(b)(5)(i), (6)(ii) and (7)(iii), respectively, unless the General Partners (other than BGP) desire to admit a new Administering General Partner, in which case the General Partners may jointly determine to distribute part or all of such amounts instead to such new Administering General Partner or otherwise as such other General Partners shall determine.Member A. (c) The Partnership shall endeavor to distribute Except as otherwise provided in each Fiscal Year (andSection 9.2(h), to the extent required, the immediately following Fiscal Year) Available Cash (strictly with respect to any Fiscal Quarter after the Class B Initial Distribution Period will be distributed on each Distribution Date in accordance with the priorities set forth following order of priorities: (i) First, in Section 8.1(b)) in an amount at least sufficient (taking into account all other distributions) for the Investor Group Partners' (and if such Investor Group Partner event that as of any Distribution Date there is a pass-through entity for tax purposesClass A Distribution Deficiency greater than ***, all Available Cash will be distributed to Member A until the shareholdersClass A Distribution Deficiency is *** or less. (ii) Second, members or partners comprising such Investor Group Partner*** to Member A and *** to Member B until the Class A Target Yield has been realized; (iii) payment of federalThird, state in all Fiscal Quarters prior to and local income taxes arising in respect of each Investor Group Partner's share (or including the share last day of the shareholdersSecond Distribution Period, members or partners comprising such Investor Group Partner*** to Member A and *** to Member B; and (iv) Fourth, in any Fiscal Quarter after the Fiscal Year in which the first day of the income of the Partnership for such Fiscal YearThird Distribution Period occurs, assuming the highest combined effective tax rate applicable *** to an individual resident in Massachusetts (but the foregoing shall not be grounds for an Additional Capital Call), PROVIDED, HOWEVER, that in the case of phantom income for any member of the Berkshire Group, such distribution shall be made in proportion Member B and *** to the Partnership Percentage Interests of the Investor Group Partners PROVIDED, HOWEVER, that no distributions may be made pursuant to this clause (c) at any time when distributions to be paid under Section 8.1(b)(1) are accrued and unpaid and PROVIDED FURTHER that such distributions shall offset amounts otherwise distributable to partners currently or in the future.Member A.

Applications and Distributions. (a) Distributions of The Company will distribute Available Cash (subject to all restrictions contained in the definition of such term) for each quarter shall be made to Fiscal Year (other than the Partners by Fiscal Year in which the Administering General Partner on behalf of the Partnership Company liquidates) in accordance with Section 8.1(b10.1(b) or (c), as applicable; provided that the Managers may reserve amounts for potential or pending litigation and other actual or potential liabilities in such amounts and for such period of time (not to exceed five (5) years from the final sale of Interests) as the Managers deem appropriate. Subject to this Section 10.1(a), the Company will make any such distributions to the Members in accordance with Section 10.1(b) or (c), as applicable. In applying the terms of Sections 10.1(b) and (c), (i) until a particular priority has been satisfied in full, no amounts will be distributable under any junior priority, (ii) the Members identified at each level of priority shall receive distributions at the same time without preference or priority of one Member over another until all Members at that level have received the full amount to which they are entitled and before any distributions are made or paid to any Members for amounts in a lower level of priority and (iii) all amounts distributable under a particular priority will be prorated among the Members in the manner specified within 60 days after the end priority, and the method of such quarter of proration applied to each Fiscal Yeardollar distributable in that priority will be the same until that priority is satisfied in full. (b) Except as otherwise provided in Section 9.2(h), Available Cash shall with respect to any Fiscal Quarter during the Class B Initial Distribution Period will be distributed to the Partners on each Distribution Date in accordance with the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.3priorities: (1i) First, in the event that as of any Distribution Date there is a Class A Distribution Deficiency greater than $350,000, 100% to Member A until the Class A Preferred Limited Partners, PRO RATA in accordance with their respective Class A Preferred Percentage Interests, until each of the Class A Preferred Limited Partners has received a cumulative, compounded quarterly to the extent not paid on a quarterly basis, return of 7.5% per annum on the amount of such Class A Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b)Distribution Deficiency is $350,000 or less; (1) (any shortfall in the full payment of such return, from time to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units). (2ii) Second, 100% to holders of Member B until Member B has received the Class C Preferred Units (PRO RATA in proportion to the amount of any accrued and unpaid return owing B Initial Distribution Amount with respect to such Fiscal Year (in the event that Available Cash with respect to any such Fiscal Year is less than the Class C Preferred Units held by each B Initial Distribution Amount with respect to such Partner) until each of year, Member B shall not be entitled to any such Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(2) and of all prior Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made shortfall in respect of Class C Preferred Units) by such Partner, a Rate of Return on the aggregate Capital Contributions made by it in respect of the Class C Preferred Units equal to twelve percent (12%subsequent Fiscal Years).; and (3iii) Third, to the holders of Class B Units and Class D Units on a pari passu basis (PRO RATA in proportion to the amount of any accrued and unpaid return owing with respect to the Class B Units and Class D Units held by each such Partner) until each such Partner has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(3) and of all prior Capital Contributions made in respect of such Class B Units or Class D Units, as applicable, pursuant to Section 6.1 by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Class B Units and Class D Units equal to twelve percent (12%). (4) Fourth, to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(4) and under Sections 8.1(b)(2) and 8.1(b)(3) and of all prior Capital Contributions made by such Partner, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to fifteen percent (15%). (5) Fifth, (i) 80100% to all of the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions) and (ii) with respect to periods during which BGP is the Administering General Partner, fourteen percent (14%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), and (iii) 6% to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) until each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received, taking into account the amount and timing of all prior distributions under this Sections 8.1(b)(5) and under Sections 8.1(b)(2), 8.1(b)(3) and 8.1(b)(4) and the amount and timing of all prior Capital Contributions, a Rate of Return on the aggregate Capital Contributions made in respect of the Partnership Units held by such Partner equal to twenty percent (20%). (6) Sixth, (i) with respect to periods during which BGP is the Administering General Partner, seventy percent (70%) to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests) and (ii) thirty percent (30%) to the Class E Limited Partners as IMP (in proportion to their respective Class E Percentage Interests) until the Class D Partners, if applicable, and the Class E Limited Partners have received under this Section 8.1(b)(6) together with the amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii), (but only to the extent amounts previously received under Section 8.1(b)(5)(ii) or 8.1(b)(5)(iii) are received after each Partner other than the Class A Preferred Limited Partners and the Class E Limited Partners has received a Rate of Return on the aggregate Capital Contributions made by such Partner in respect of the Partnership Units held by such Partner equal to seventeen and one half percent (17 1/2%)) as applicable, an amount equal to twenty-five percent (25%) of the Second Tier Differential. (7) Seventh, (i) with respect to periods during which BGP is the Administering General Partner, seventeen and one-half percent (17 1/2%) of the remainder to the Class D Partners (PRO RATA in proportion to their relative Class D Percentage Interests), (ii) seven and one-half percent (7 1/2%) of the remainder to the Class E Limited Partners as IMP (PRO RATA in proportion to their respective Class E Percentage Interests) and (iii) seventy-five percent (75%) of the remainder to the Partners other than the Class A Preferred Limited Partners and the Class E Limited Partners (PRO RATA in proportion to their relative Capital Contributions). With respect to periods during which BGP is not the Administering General Partner, amounts otherwise distributable to the holders of the Class D Units pursuant to Sections 8.1(b)(5)(ii), (6)(i) and (7)(i) shall be distributable under Sections 8.1(b)(5)(i), (6)(ii) and (7)(iii), respectively, unless the General Partners (other than BGP) desire to admit a new Administering General Partner, in which case the General Partners may jointly determine to distribute part or all of such amounts instead to such new Administering General Partner or otherwise as such other General Partners shall determine.Member A. (c) The Partnership shall endeavor to distribute Except as otherwise provided in each Fiscal Year (andSection 9.2(h), to the extent required, the immediately following Fiscal Year) Available Cash (strictly with respect to any Fiscal Quarter after the Class B Initial Distribution Period will be distributed on each Distribution Date in accordance with the priorities set forth following order of priorities: (i) First, in Section 8.1(b)) in an amount at least sufficient (taking into account all other distributions) for the Investor Group Partners' (and if such Investor Group Partner event that as of any Distribution Date there is a pass-through entity for tax purposesClass A Distribution Deficiency greater than $350,000, all Available Cash will be distributed to Member A until the shareholdersClass A Distribution Deficiency is $350,000 or less. (ii) Second, members or partners comprising such Investor Group Partner99% to Member A and 1% to Member B until the Class A Target Yield has been realized; (iii) payment of federalThird, state in all Fiscal Quarters prior to and local income taxes arising in respect of each Investor Group Partner's share (or including the share last day of the shareholdersSecond Distribution Period, members or partners comprising such Investor Group Partner51% to Member A and 49% to Member B; and (iv) Fourth, in any Fiscal Quarter after the Fiscal Year in which the first day of the income of the Partnership for such Fiscal YearThird Distribution Period occurs, assuming the highest combined effective tax rate applicable 80% to an individual resident in Massachusetts (but the foregoing shall not be grounds for an Additional Capital Call), PROVIDED, HOWEVER, that in the case of phantom income for any member of the Berkshire Group, such distribution shall be made in proportion Member B and 20% to the Partnership Percentage Interests of the Investor Group Partners PROVIDED, HOWEVER, that no distributions may be made pursuant to this clause (c) at any time when distributions to be paid under Section 8.1(b)(1) are accrued and unpaid and PROVIDED FURTHER that such distributions shall offset amounts otherwise distributable to partners currently or in the future.Member A.