Distribution of Capital Proceeds. Subject to Section 5.1.C, Section 5.1.D and Section 13.2, distributions of Capital Proceeds shall be made as follows: (1) First, Capital Proceeds shall be distributed one hundred percent (100%) to the General Partner until the General Partner has received distributions under this Section 5.1.B(1) equal to the General Partner Unpaid Priority Return; (2) Second, Capital Proceeds shall be distributed one hundred percent (100%) to the General Partner until the General Partner Net Current Investment has been reduced to zero; and (3) Third, any remaining Capital Proceeds shall be distributed fifteen percent (15%) to the Special General Partner and eighty-five percent (85%) to the Partners in proportion to their respective Percentage Interests. Notwithstanding any other provision of this Article 5 to the contrary, the General Partner 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 Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) except to the extent otherwise determined by the General Partner, avoid the imposition of any federal income or excise tax liability on the General Partner.

Distribution of Capital Proceeds. Except as provided in Section 4.4 hereof, Capital Proceeds shall be distributed to the Members as follows: (a) First, to the Managing Member, until the Managing Member has received an aggregate amount under this Section 4.1.2(a) and under Section 4.1.1(a) above equal to an accrued return of 11% per annum on the Managing Member's Unreturned Capital Contribution; (b) Then, to the Managing Member, until the Managing member has received an aggregate amount under this Section 4.1.2(b) equal to the Managing Member's Capital Contribution. (c) Then, to the Members in accordance with their respective Percentages.

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Distribution of Capital Proceeds. Capital Proceeds of the Partnership shall be distributed to the Partners within 10 days following receipt by the Partnership of such Capital Proceeds as follows: 1% to the Developer Partner and 99% to the Limited Partner.

Distribution of Capital Proceeds. Except as provided in Section 11.2.4, the Company shall distribute to the Members Capital Proceeds received by the Company within thirty (30) calendar days after receipt (but not prior to the Percentage Interest Adjustment Date) in the following order of priority: (a) First, to pay any accrued but unpaid interest on, and then to pay the unpaid principal balance, if any, of any and all loans made by any Member to the Company in accordance with this Agreement, provided, however, that any Contribution Loans shall not be regarded as loans to the Company and shall be repaid on a first priority basis out of any Capital Proceeds to which the Non- Contributing Member for whose account the Contribution Loan was made would otherwise be entitled to in accordance with Sections 6.6(b) through (d) of this Agreement, which amounts shall be applied first to accrued interest and then to principal, until the Contribution Loan is paid in full, and provided further, that any Subordinated Member Note shall be paid in accordance with subsection (c) below; (b) Second, to the Members in repayment of their respective Capital Contribution Balances, in accordance with their respective Percentage Interests; (c) Third, to the payment of any Subordinated Member Note; and (d) Fourth, to the Members in accordance with their respective Percentage Interests.

Distribution of Capital Proceeds. Except as provided in Section 5.4 hereof, distributions of all or any portion of Capital Proceeds shall be made within thirty (30) days of the event giving rise to the Capital Proceeds, and shall be apportioned among the Members as follows: (a) First, to ARC until the balance of its ODA Advances Account has been reduced to zero; (b) Next, to CNL until its Unreturned Capital Contribution has been returned in full; (c) Next, to CNL to the extent of its unpaid Investment Return until its Investment Return has been paid in full; (d) Next, to ARC until its Unreturned Capital Contribution has been returned in full; (e) Next, to CNL until it has received a thirteen and one-half percent (13.5%) return on its Initial Capital Contribution, calculated per annum, compounded quarterly, to be calculated from the date on which such Initial Capital Contributions, or portions thereof, are made; (f) Next, to ARC until its ARC TCCO Capital has been repaid in full; (g) Next, to ARC until it has received a thirteen and one-half percent (13.5%) return on its Initial Capital Contribution, calculated per annum, compounded quarterly, to be calculated from the date on which such Initial Capital Contributions, or portions thereof, are made; (h) Next, eighty percent (80%) to CNL and twenty percent (20%) to ARC until such time as CNL has received a total return of twenty percent (20%) on its Initial Capital Contribution, calculated with per annum, compounded quarterly, to be calculated from the date on which such Initial Capital Contributions, or portions thereof, are made; and (i) The balance, if any, seventy percent (70%) to ARC and thirty percent (30%) to CNL. Notwithstanding the foregoing, if ARC or one of its Affiliates is not serving as the Property Manager, distributions of all or any portion of Capital Proceeds shall be made within sixty (60) days of the event giving rise to the Capital Proceeds, and shall be apportioned among the Members as follows: (j) First, to ARC until the balance of its ODA Advances Account has been reduced to zero; (k) Next, to CNL until its Unreturned Capital Contribution has been returned in full; (l) Next, to CNL to the extent of its unpaid Investment Return until its Investment Return has been paid in full; (m) Next, to CNL until it has received an eight percent (8%) return on its Initial Capital Contribution, calculated per annum, compounded quarterly, to be calculated from the date on which such Initial Capital Contributions, or portions thereof, ...

Distribution of Capital Proceeds. The Company shall distribute to the Members Capital Proceeds as provided herein (including, without limitation, Section 8.02 and Section 9.03), and otherwise as and when determined by the Managing Member; provided that it is acknowledged and agreed that (x) this Section 4.02 is not intended to, and shall not, override or otherwise qualify the limitations on the Company's obligations contained in Section 8.02 hereof, and (y) the Company shall not have any obligation to make, and shall not make, any redemption payments with respect to the Class B Interest pursuant to Section 4.02 unless and until such redemption payment is permitted by Section 8.02.

Distribution of Capital Proceeds. Except as provided in Section 13.6, the Manager shall distribute the Capital Proceeds of the Partnership to each Partner (after deducting (i) any amounts owed by such Partner pursuant to the Management and Maintenance Agreement and the Fee Agreement and (ii) any amount owed by such Partner to other Partners pursuant to Section 17.11 of this Amended Agreement): (a) First, to each Partner with an Unreturned Capital Amount in proportion to the outstanding balance of each Partner's Unreturned Capital Amount, until the outstanding balance of each Partner's Unreturned Capital Amount is eliminated; and (b) Second, to each Partner in proportion to its then Percentage Interest.

Distribution of Capital Proceeds. Capital Proceeds shall be distributed promptly after a Capital Transaction (unless (x) such distribution is not in compliance with law or (y) such distribution would result in a breach of any covenants or undertakings provided by the Company (including covenants or undertakings provided for third party financing) or would, in the opinion of the Members, acting reasonably, be likely to do so during the following twelve (12) months) in the following order of priority: (a) First, to each Member, in accordance with their respective Interests, until each Member has received a ten percent (10%) Internal Rate of Return, compounded annually, on each Member’s Total Capital Contributions after taking into account all amounts previously distributed to each Member (pursuant to Sections 8.1 and 8.2), respectively; (b) Second, (i) twenty percent (20%) to Montecito, and (ii) eighty percent (80%) to CHP, until CHP has received a twelve percent (12%) Internal Rate of Return, compounded annually, on CHP’s Total Capital Contribution after taking into account all amounts previously distributed to CHP; and (c) Thereafter, (i) thirty percent (30%) to Montecito and (ii) seventy percent (70%) to CHP.

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