Common use of Distribution of Net Cash Flow Clause in Contracts

Distribution of Net Cash Flow. (a) Operating Cash Flow, if any, shall be applied and distributed on a quarterly basis in the following order of priority: (i) First, to Campus Crest to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iii) Third, to the Developer and the Campus Crest Guarantor, as applicable, to the extent of the Pooled Reimbursement Amount that has not been previously reimbursed, if any, as set forth in Section 3.4(b)(ii); (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an 11% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting a 15% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); and (vi) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest. (b) Capital Proceeds, if any, shall be applied and distributed in the following order of priority: (i) First, to Campus Crest to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iii) Third, to the Members, pro rata, in proportion to and to the extent of the Net Invested Capital balances of such Member; (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an eleven percent (11%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting an eighteen percent (18%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); and (vi) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest.

Distribution of Net Cash Flow. (a) Operating Net Cash Flow, if any, Flow shall be applied and ----------------------------- distributed to the Members on a quarterly basis not less than an annual basis, in the following order of prioritymanner: (i) First, to Campus Crest each Member who has made an Additional Capital Contribution, the amount, if any, equal to such member's Additional Capital Contribution Priority Return, pro rata, in accordance with the extent respective amounts of all Additional Capital Contribution Priority Returns of all Members, provided that the distribution under this paragraph shall not exceed fifty (50%) percent of the outstanding principal amount of, and Net Cash Flow in any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal)Fiscal Year; (ii) Second, to each Member who has made an Additional Capital Contribution, the Members amount, if any, required to provide such Member with his Unreturned Additional Capital Contribution, pro rata, in proportion to and accordance with the respective amounts of all Unreturned Additional Capital Contributions of all Members, provided that the distribution under this paragraph shall not exceed the difference of fifty (50%) percent of the Net Cash Flow in any Fiscal Year, reduced by the amount distributed pursuant to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 immediately preceding paragraph (interest on such loans being paid prior to principali); (iii) Third, to the Developer and the Campus Crest Guarantor, as applicable, to the extent of the Pooled Reimbursement Amount that has not been previously reimbursed, if any, as set forth in Section 3.4(b)(ii); (iv) Fourth, to the Members, pro rata, Members in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an 11% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting a 15% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); and (vi) Thereafter, Interests in the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus CrestLLC. (b) Capital ProceedsThe amounts distributable pursuant to this Section 8.1 are to be determined on a Fiscal Year basis and amounts distributed more frequently are for convenience only and are not controlling as to the total amounts to be distributed to a Member for the applicable Fiscal Year of the LLC. In the event any Member receives any distributions under this Section 8.1 which are in excess of the amount to which such Member would be entitled if distributions had been made annually, if any, then an amount equal to such excess distribution shall be applied and distributed in the following order of priority: (i) First, to Campus Crest repaid to the extent LLC by the Member who received such excess distribution promptly after the amount of the outstanding principal amount ofsuch excess distribution becomes known, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, shall then be redistributed to the Members in proportion entitled to and receive such excess amount. Without limiting any other rights which the other Members may have, if a Member does not repay an excess distribution as above provided, future distributions to that Member shall be reduced until an amount equal to the extent of the outstanding principal amount ofexcess distribution, and any accrued but unpaid together with interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iii) Third, at a rate per annum equal at all times to the MembersBase Rate, pro rata, in proportion to and to the extent of the Net Invested Capital balances of such Member; (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an eleven percent (11%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting an eighteen percent (18%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); and (vi) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crestshall have been so withheld.

Distribution of Net Cash Flow. Subject to the terms of this Agreement, the Company shall make distributions of Net Cash Flow out of the Company funds, to the extent and at such times as it deems advisable, in the following manner: (a) Operating NET CASH FLOW. Net Cash FlowFlow shall be computed and distributed annually as follows: (1) first, PRO RATA (in accordance with the percentage of total loans that are owing to each Interestholder) to the payment to Interestholders of interest and principal, in that order, on loans, if any, shall be applied and distributed on a quarterly basis in the following order of priority: (i) First, to Campus Crest made to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made Company by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iii) Third, to the Developer and the Campus Crest Guarantor, as applicableInterestholders, to the extent of the Pooled Reimbursement Amount that has not been previously reimbursedsuch loans, if any, as set forth in Section 3.4(b)(ii); (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an 11% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting a 15% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); and (vi2) Thereaftersecond, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest. (b) Capital Proceeds, if any, shall be applied and distributed in the following order of priority: (i) First, to Campus Crest 5.24% to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, Manager with respect to the Members in proportion to Manager's Promoted Interest and 94.76% to the extent of Investors (including the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iii) Third, Manager with respect to the Members, pro rata, in proportion to and Manager's Investment Interest) until the Investors (including the Manager with respect to the extent Manager's Investment Interest) have received the return of the Net Invested their Capital balances of such Member; (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an eleven percent (11%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting an eighteen percent (18%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon)Contributions; and (vi3) Thereafterlastly, after the Investors (including the Manager with respect to the Manager's Investment Interest) have received the return of their Capital Contributions, 30.24% to the Manager with respect to the Manager's Promoted Interest and 69.76% to the Investors (including the Manager with respect to the Manager's Investment Interest); provided, however, that the amount of cash distributed to the Manager pursuant to this Section 8.1(a)(3) shall be reduced by the amount of any Contingent Compensation paid to any Soliciting Dealer pursuant to Section 9.8 hereof. PROVIDED, however, that the Manager shall subordinate its right to receive distributions of Net Cash Flow of (i) 100% of the Net Cash Flow from Operations attributable to the Manager's Promoted Interest, plus (ii) UP TO 100% of the Net Cash Flow from Operations attributable to the Manager's Investment Interest if, after 60 months from the date of the first distribution of cash to Investors, the balanceInvestors have not received distributions of Net Cash Flow which, fifty percent (50%) in the aggregate, are equal to HSRE 100% of the Investors' subscriptions. Any such deferral of distributions of cash to the Manager will be recovered by the Manager from first available Net Cash Flow after, and fifty percent (50%) for so long as, the Investors have received distributions of Net Cash Flow which, in the aggregate, are equal to Campus Crest100% of the Investors' Capital Contributions, until such deferrals have been recovered.

Distribution of Net Cash Flow. (a) Operating Cash Flow, if any, shall be applied and distributed on a quarterly basis in the following order of priority: (i) First, to Campus Crest to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iiiii) ThirdSecond, to the Developer and the Campus Crest GuarantorGuarantors, as applicable, to the extent of the Pooled Reimbursement Amount that has not been previously reimbursedAmount, if any, as set forth in Section 3.4(b)(ii); (iviii) FourthThird, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an 11% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); (viv) FifthFourth, seventy seventy-five percent (7075%) to HSRE and thirty twenty-five percent (3025%) to Campus Crest, until HSRE has received cumulative Distributions constituting a 15% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); and (viv) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest. (b) Capital Proceeds, if any, shall be applied and distributed in the following order of priority: (i) First, to Campus Crest to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iiiii) ThirdSecond, to the Members, pro rata, in proportion to and to the extent of the Net Invested Capital balances of such Member; (iviii) FourthThird, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an eleven percent (11%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); (viv) FifthFourth, seventy seventy-five percent (7075%) to HSRE and thirty twenty-five percent (3025%) to Campus Crest, until HSRE has received cumulative Distributions constituting an eighteen percent (18%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); and (viv) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest.

Distribution of Net Cash Flow. (a) Operating Cash Flow, if any, shall be applied and distributed on a quarterly basis in the following order of priority: : (i) First, to Campus Crest to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); ; (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); ; (iii) Third, to the Developer and the Campus Crest Guarantor, as applicable, to the extent of the Pooled Reimbursement Amount that has not been previously reimbursed, if any, as set forth in Section 3.4(b)(ii); ; (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an 11% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); ; (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting a 15% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); and and (vi) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest. (b) Capital Proceeds, if any, shall be applied and distributed in the following order of priority: (i) First, to Campus Crest to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iii) Third, to the Members, pro rata, in proportion to and to the extent of the Net Invested Capital balances of such Member; (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an eleven percent (11%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting an eighteen percent (18%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); and (vi) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest.

Distribution of Net Cash Flow. (a) Operating Cash Flow, if any, shall be applied and distributed on a quarterly basis in the following order of priority: (i) First, to Campus Crest to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iii) Third, to the Developer and the Campus Crest Guarantor, as applicable, to the extent of the Pooled Reimbursement Amount that has not been previously reimbursed, if any, as set forth in Section 3.4(b)(ii); (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an 11% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting a 15% Cash on Cash Return (not taking into account any loans made by HSRE and payments received thereon); and (vi) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest. (b) Capital Proceeds, if any, shall be applied and distributed in the following order of priority: (i) First, to Campus Crest to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Campus Crest Guaranty Loans made by Campus Crest pursuant to Section 3.10(a) (interest on such loans being paid prior to principal); (ii) Second, to the Members in proportion to and to the extent of the outstanding principal amount of, and any accrued but unpaid interest on, any Necessary Cost Loans made by the Members pursuant to Section 3.7 (interest on such loans being paid prior to principal); (iii) Third, to the Members, pro rata, in proportion to and to the extent of the Net Invested Capital balances of such Member; (iv) Fourth, to the Members, pro rata, in proportion to and in accordance with their respective Participating Percentages, until HSRE has received cumulative Distributions constituting an eleven percent (11%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); (v) Fifth, seventy percent (70%) to HSRE and thirty percent (30%) to Campus Crest, until HSRE has received cumulative Distributions constituting an eighteen percent (18%) Internal Rate of Return (not taking into account any loans made by HSRE and payments received thereon); and (vi) Thereafter, the balance, fifty percent (50%) to HSRE and fifty percent (50%) to Campus Crest.