Common use of PAYMENTS TO WITHDRAWING MEMBER AND REPAYMENT OF EXISTING DEBT Clause in Contracts

PAYMENTS TO WITHDRAWING MEMBER AND REPAYMENT OF EXISTING DEBT. A. In accordance with the terms of the Reorganization Agreement, immediately after the execution and delivery of this Agreement and the closing under the Contribution Agreement, the Company shall contribute sufficient cash (the "CASH PAYMENT") to the Owner Entity in the amount of $6,038,062 and the Company shall cause the Owner Entity to purchase and redeem in full the interest of the Withdrawing Member in the Owner Entity in exchange for cash payments to be made to the Withdrawing Member under the terms of the Reorganization Agreement. The Members hereby acknowledge and agree that this contribution of cash to the Owner Entity and the distribution of cash to the Withdrawing Member will result in the Owner Entity becoming a disregarded entity for federal and state income tax purposes and will be treated for federal and state income tax purposes as a purchase by the Company of a 50.0% undivided interest in the assets of the Owner Entity for a purchase price equal to the Cash Payment plus the Withdrawing Member's share of indebtedness in the Owner Entity (which, in addition to the portion of the assets of the Owner Entity held indirectly by the Company, will result in the Company directly - 20 - holding 100% of the assets of the Owner Entity for federal and state income tax purposes). The Members acknowledge and agree that the Company shall not be deemed to have purchased any other interest in the Existing Property or the Owner Entity for federal and state income tax purposes. The Company shall reflect the purchase price for such assets in the Company's tax basis of the assets held by the Owner Entity in a manner, and based upon the allocation, determined by the Manager. The Tax Matters Member shall be bound by the treatment of such transactions by the Manager. The Members also recognize and agree that additional payments may be made to the Withdrawing Member pursuant to Section 2 of the Liquidity Escrow Agreement and Article I of the Contribution Agreement, which shall, when made, increase the purchase price for the assets purchased by the Cash Payment.

PAYMENTS TO WITHDRAWING MEMBER AND REPAYMENT OF EXISTING DEBT. A. In accordance with the terms of the Reorganization Agreement, immediately after the execution and delivery of this Agreement and the closing under the Contribution Agreement, the Company shall contribute sufficient cash (the "CASH PAYMENT") to the Owner Entity in the amount of $6,038,062 10,638,500 and the Company shall cause the Owner Entity to purchase and redeem in full the interest of the Withdrawing Member in the Owner Entity in exchange for cash payments to be made to the Withdrawing Member under the terms of the Reorganization Agreement. The Members hereby acknowledge and agree that this contribution of cash to the Owner Entity and the distribution of cash to the Withdrawing Member will result in the Owner Entity becoming a disregarded entity for federal and state income tax purposes and will be treated for federal and state income tax purposes as a purchase by the Company of a 50.025% undivided interest in the assets of the Owner Entity for a purchase price equal to the Cash Payment plus the Withdrawing Member's share of indebtedness in the Owner Entity (which, in addition to the portion of the assets of the Owner Entity held indirectly by the Company, will result in the Company directly - 20 - holding 100% of the assets of the Owner Entity for federal and state income tax purposes). The Members acknowledge and agree that the Company shall not be deemed to have purchased any other interest in the Existing Property or the Owner Entity for federal and state income tax purposes. The Company shall reflect the purchase price for such assets in the Company's tax basis of the assets held by the Owner Entity in a manner, and based upon the allocation, determined by the Manager. The Tax Matters Member shall be bound by the treatment of such transactions by the Manager. The Members also recognize and agree that additional payments may be made to the Withdrawing Member pursuant to Section 2 of the Liquidity Escrow Agreement Agreement, and Article I of the Contribution Agreement, which shall, when made, increase the purchase price for the assets purchased by the Cash Payment.

PAYMENTS TO WITHDRAWING MEMBER AND REPAYMENT OF EXISTING DEBT. A. In accordance with the terms of the Reorganization Agreement, immediately after the execution and delivery of this Agreement and the closing under the Contribution Agreement, the Company shall contribute sufficient cash (the "CASH PAYMENT") to the Owner Entity in the amount of [$6,038,062 17,261,737.62] and the Company shall cause the Owner Entity to purchase and redeem in full the interest of the Withdrawing Member in the Owner Entity in exchange for cash payments to be made to the Withdrawing Member under the terms of the Reorganization Agreement. The Members hereby acknowledge and agree that this contribution of cash to the Owner Entity and the distribution of cash to the Withdrawing Member will result in the Owner Entity becoming a disregarded entity for federal and state income tax purposes and will be treated for federal and state income tax purposes as a purchase by the Company of a 50.060.0% undivided interest in the assets of the Owner Entity for a purchase price equal to the Cash Payment plus the Withdrawing Member's share of indebtedness in the Owner Entity (which, in addition to the portion of the assets of the Owner Entity held indirectly by the Company, will result in the Company directly - 20 - holding 100% of the assets of the Owner Entity for federal and state income tax purposes). The Members acknowledge and agree that the Company shall not be deemed to have purchased any other interest in the Existing Property or the Owner Entity for federal and state income tax purposes. The Company shall reflect the purchase price for such assets in the Company's tax basis of the assets held by the Owner Entity in a manner, and based upon the allocation, determined by the Manager. The Tax Matters Member shall be bound by the treatment of such transactions by the Manager. The Members also recognize and agree that additional payments may be made to the Withdrawing Member pursuant to Sections 2.1 and 2.2 of the Escrow Agreement, Section 2 of the Liquidity Escrow Agreement Agreement, and Article I 1 of the Contribution Agreement, which shall, when made, increase the purchase price for the assets purchased by the Cash Payment.

PAYMENTS TO WITHDRAWING MEMBER AND REPAYMENT OF EXISTING DEBT. A. In accordance with the terms of the Reorganization Agreement, immediately after the execution and delivery of this Agreement and the closing under the Contribution Agreement, the Company shall contribute sufficient cash (the "CASH PAYMENT") to the Owner Entity in the amount of $6,038,062 5,637,181 and the Company shall cause the Owner Entity to purchase and redeem in full the interest of the Withdrawing Member in the Owner Entity in exchange for cash payments to be made to the Withdrawing Member under the terms of the Reorganization Agreement. The Members hereby acknowledge and agree that this contribution of cash to the Owner Entity and the distribution of cash to the Withdrawing Member will result in the Owner Entity becoming a disregarded entity for federal and state income tax purposes and will be treated for federal and state income tax purposes as a purchase by the Company of a 50.0% undivided interest in the assets of the Owner Entity for a purchase price equal to the Cash Payment plus the Withdrawing Member's share of indebtedness in the Owner Entity (which, in addition to the portion of the assets of the Owner Entity held indirectly by the Company, will result in the Company directly - 20 - holding 100% of the assets of the Owner Entity for federal and state income tax purposes). The Members acknowledge and agree that the Company shall not be deemed to have purchased any other interest in the Existing Property or the Owner Entity for federal and state income tax purposes. The Company shall reflect the purchase price for such assets in the Company's tax basis of the assets held by the Owner Entity in a manner, and based upon the allocation, determined by the Manager. The Tax Matters Member shall be bound by the treatment of such transactions by the Manager. The Members also recognize and agree that additional payments may be made to the Withdrawing Member pursuant to Sections 2.1 and 2.2 of the Escrow Agreement, Section 2 of the Liquidity Escrow Agreement Agreement, and Article I of the Contribution Agreement, which shall, when made, increase the purchase price for the assets purchased by the Cash Payment.