Common use of Reimbursement of the Managing Member Clause in Contracts

Reimbursement of the Managing Member. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled), the Managing Member shall not be compensated for its services as managing member of the Company. B. The Company shall be responsible for and shall pay all expenses relating to the Company’s and the Managing Member’s organization, the ownership of its assets and its operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. Except to the extent provided in this Agreement, the Managing Member and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretion, for all expenses that the Managing Member and its Affiliates incur relating to the ownership and operation of, or for the benefit of, the Company (including, without limitation, administrative expenses); provided, that the amount of any such reimbursement shall be reduced by any interest earned by the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the Company. The Members acknowledge that all such expenses of the Managing Member are deemed to be for the benefit of the Company. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that certain expenses are incurred for the benefit of the Company and other entities (including the Managing Member), such expenses will be allocated to the Company and such other entities in such a manner as the Managing Member in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Company incurred on its behalf, and not as expenses of the Managing Member. C. If and to the extent any reimbursements to the Managing Member pursuant to this Section 7.4 constitute gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

Reimbursement of the Managing Member. A. Except (a) The Managing Member shall not be compensated for its services as Managing Member of the Company except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled), the Managing Member shall not may be compensated for entitled in its services capacity as managing member of the CompanyManaging Member). B. The (b) Subject to Sections 7.4(d) and 15.12 hereof, the Company shall be responsible for and shall pay all expenses relating to the Company’s and the Managing Member’s organization, organization and the ownership of its each of their assets and its operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. Except to the extent provided in this AgreementThe Company shall be liable for, and shall reimburse the Managing Member and its Affiliates shall be reimbursed Member, on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretion, for all sums expended in connection with the Company’s business, including, without limitation, (i) expenses that the Managing Member and its Affiliates incur relating to the ownership of interests in and management and operation of, or for the benefit of, the Company, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the Managing Member or the Company that may provide for stock units, or phantom stock, pursuant to which employees of the Managing Member or the Company will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses of the Managing Member or its Affiliates, (iv) any expenses (other than the purchase price) incurred by the Managing Member in connection with the redemption or other repurchase of its Capital Shares or the purchase by the Managing Member of any outstanding Membership Units, (v) all costs and expenses of the Managing Member in connection with the preparation of reports and other distributions to its stockholders and any regulatory or governmental authorities or agencies and, as applicable, all costs and expenses of the Managing Member as a reporting company (including, without limitation, administrative expensescosts of filings with the SEC), (vi) all costs and expenses of the Managing Member in connection with its operation as a REIT, and (vii) all costs and expenses of the Managing Member in connection with the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests and financing or refinancing of any type related to the Company or its assets or activities; provided, however, that the amount of any such reimbursement shall be reduced by any interest earned by the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the CompanyCompany as permitted pursuant to Section 7.5 hereof. The Members acknowledge that all such expenses of the Managing Member are deemed to be for the benefit of the Company. Such reimbursement reimbursements shall be in addition to any reimbursement made of the Managing Member as a result of indemnification pursuant to Section 7.7 hereof. In . (c) If the event that certain expenses are incurred Managing Member shall elect to purchase from its stockholders Capital Shares for the benefit purpose of delivering such Capital Shares to satisfy an obligation under any dividend reinvestment program adopted by the Managing Member, any employee stock purchase plan adopted by the Managing Member or any similar obligation or arrangement undertaken by the Managing Member in the future, in lieu of the treatment specified in Section 4.7(b), the purchase price paid by the Managing Member for such Capital Shares shall be considered expenses of the Company and shall be advanced to the Managing Member or reimbursed to the Managing Member, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Managing Member, the Managing Member shall pay or cause to be paid to the Company any proceeds received by the Managing Member for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program; provided, that a transfer of REIT Shares for Membership Units pursuant to Section 15.1 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Managing Member within 30 days after the purchase thereof, or the Managing Member otherwise determines not to retransfer such REIT Shares, the Managing Member shall cause the Company to redeem a number of Membership Units determined in accordance with Section 4.7(b), as adjusted, (x) pursuant to Section 7.5 (in the event the Managing Member acquires material assets, other entities than on behalf of the Company) and (including y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the Managing Member pursuant to a pro rata distribution by the Company (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Membership Units held by the Managing Member). (d) To the extent practicable, such Company expenses will shall be allocated billed directly to and paid by the Company and such other entities in such a manner as the Managing Member in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Company incurred on its behalfand, and not as expenses of the Managing Member. C. If subject to Section 15.12 hereof, if and to the extent any reimbursements to the Managing Member or any of its Affiliates by the Company pursuant to this Section 7.4 constitute gross income of the Managing Member to such Person (as opposed to the repayment of advances made by the Managing Member such Person on behalf of the Company), such amounts shall constitute be treated as “guaranteed payments payments” within the meaning of Code Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts.

Reimbursement of the Managing Member. A. (a) Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled)7.5, the Managing Member shall not be compensated for its services as Managing Member or as a general partner or managing member of the Companyany Group Member. B. The Company shall be responsible for and shall pay all expenses relating to the Company’s and the Managing Member’s organization, the ownership of its assets and its operations. (b) The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. Except to the extent provided in this Agreement, the Managing Member and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretiondetermine, for (i) all direct and indirect expenses that it incurs or payments it makes on behalf of the Company Group (including salary, bonus, incentive compensation, and other amounts paid to any Person (including Affiliates of the Managing Member) to perform services for the Company Group or for the Managing Member and in the discharge of its Affiliates incur relating duties to the ownership Company Group), and operation of, or for the benefit of, (ii) all other expenses allocable to the Company (including, without limitation, administrative expenses); provided, that the amount of any such reimbursement shall be reduced by any interest earned Group or otherwise incurred by the Managing Member in connection with respect operating the Company Group’s business (including expenses allocated to bank accounts or other instruments or accounts held by it on behalf of the Company. The Members acknowledge that all such expenses of the Managing Member by its Affiliates). The Managing Member shall determine the expenses that are deemed allocable to be for the benefit of the Companyany Group Member. Such reimbursement Reimbursements pursuant to this Section 7.5 shall be in addition to any reimbursement made to the Managing Member as a result of indemnification pursuant to Section 7.7 hereof7.7. In The Managing Member and its Affiliates may charge any Group Member a management fee to the event that certain expenses are incurred extent necessary to allow the Company Group to reduce the amount of any state franchise or income tax or any tax based upon revenues or gross margin of any Group Member if the tax benefit produced by the payment for such management fee exceeds the amount of such fee. (c) The Managing Member, without the approval of the Non-Managing Members (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Company benefit plans, programs, and practices (including plans, programs, and practices involving the issuance of Membership Interests), or cause the Company to issue Membership Interests in connection with, or pursuant to, any benefit plan, program, or practice maintained or sponsored by the Managing Member or any of its Affiliates, any Group Member or their Affiliates, or any of them, in each case for the benefit of employees, officers, consultants, and directors of the Managing Member or its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Company Group. The Company agrees to issue and other entities (including sell to the Managing Member)Member or any of its Affiliates any Membership Interests that the Managing Member or such Affiliates are obligated to provide to any employees, officers, consultants and directors pursuant to any such expenses will be allocated to the Company and such other entities in such a manner as benefit plans, programs, or practices. Expenses incurred by the Managing Member in its sole connection with any such plans, programs and absolute discretion deems fair practices (including the net cost to the Managing Member or such Affiliates of Membership Interests purchased by the Managing Member or such Affiliates, from the Company or otherwise, to fulfill awards under such plans, programs, and reasonable. All payments and reimbursements hereunder practices) shall be characterized for federal income tax purposes as expenses reimbursed in accordance with Section 7.5(b). Any and all obligations of the Company incurred on its behalfManaging Member under any benefit plans, programs, or practices adopted by the Managing Member as permitted by this Section 7.5(c) shall constitute obligations of the Managing Member hereunder and not as expenses shall be assumed by any successor Managing Member approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the Managing Member. C. If and to the extent any reimbursements to the ’s Managing Member Interest pursuant to this Section 7.4 constitute gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts4.6.

Reimbursement of the Managing Member. A. (a) Except as provided in this Section 7.4 7.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled)Agreement, the Managing Member shall not be compensated for its services as a general partner or managing member of the Companyany Group Member. B. The Company shall be responsible for and shall pay all expenses relating to the Company’s and the Managing Member’s organization, the ownership of its assets and its operations. (b) The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. Except to the extent provided in this Agreement, the Managing Member and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretiondetermine, for (i) all direct and indirect expenses that it incurs or payments it makes on behalf of the Company Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the Managing Member, to perform services for the Company Group or for the Managing Member and in the discharge of its Affiliates incur relating duties to the ownership and operation ofCompany Group), or for the benefit of, (ii) all other expenses allocable to the Company (including, without limitation, administrative expenses); provided, that the amount of any such reimbursement shall be reduced by any interest earned Group or otherwise incurred by the Managing Member or its Affiliates in connection with respect managing and operating the Company Group’s business and affairs (including expenses allocated to bank accounts or other instruments or accounts held the Managing Member by it on behalf its Affiliates) and (iii) all cash expenditures of the Company. The Members acknowledge that all such Managing Member, including reimbursement of expenses of the General Partner and its Affiliates, and including federal income taxes to which the Managing Member are deemed to be for the benefit or its Affiliates succeed by virtue of the Companytransactions described in Section 5.12(b)(x)(A) of the Second Amended and Restated Agreement of Limited Partnership of the Managing Member, but excluding any other federal income taxes payable by the Managing Member, the General Partner and its Affiliates. Such reimbursement The Managing Member shall determine the expenses that are allocable to the Company Group. Reimbursements pursuant to this Section 7.5 shall be in addition to any reimbursement made to the Managing Member as a result of indemnification pursuant to Section 7.7 hereof7.7. In Any allocation of expenses to the event that certain expenses are incurred Company by the Managing Member in a manner consistent with its or its Affiliates’ past business practices shall be deemed to have been made in good faith. This provision does not affect the ability of the Managing Member and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) The Managing Member, without the approval of any Member, may propose and adopt on behalf of the Company employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Membership Interests or Derivative Membership Interests), or cause the Company to issue Membership Interests or Derivative Membership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Managing Member or any of its Affiliates, in each case for the benefit of officers, employees and directors of the Managing Member or any of its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Company Group. The Company agrees to issue and other entities (including sell to the Managing Member)Member or any of its Affiliates any Membership Interests or Derivative Membership Interests that the Managing Member or such Affiliates are obligated to provide to any officers, employees, consultants and directors pursuant to any such expenses will be allocated to the Company and such other entities in such a manner as employee benefit plans, employee programs or employee practices. Expenses incurred by the Managing Member in its sole connection with any such plans, programs and absolute discretion deems fair practices (including the net cost to the Managing Member or such Affiliates of Membership Interests or Derivative Membership Interests purchased by the Managing Member or such Affiliates from the Company to fulfill options or awards under such plans, programs and reasonable. All payments and reimbursements hereunder practices) shall be characterized for federal income tax purposes as expenses reimbursed in accordance with Section 7.5(b). Any and all obligations of the Company incurred on its behalfManaging Member under any employee benefit plans, employee programs or employee practices adopted by the Managing Member as permitted by this Section 7.5(c) shall constitute obligations of the Managing Member hereunder and not as expenses shall be assumed by any successor Managing Member approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the Managing Member. C. If and to the extent any reimbursements to the ’s Managing Member Interest pursuant to this Section 7.4 constitute gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts4.5.

Reimbursement of the Managing Member. A. (a) Except as provided in this Section 7.4 7.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled)Agreement, the Managing Member shall not be compensated for its services as a general partner or managing member of the Companyany Group Member. B. The Company shall be responsible for and shall pay all expenses relating to the Company’s and the Managing Member’s organization, the ownership of its assets and its operations. (b) The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. Except to the extent provided in this Agreement, the Managing Member and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretiondetermine, for (i) all direct and indirect expenses that it incurs or payments it makes on behalf of the Company Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the Managing Member, to perform services for the Company Group or for the Managing Member and in the discharge of its Affiliates incur relating duties to the ownership and operation ofCompany Group), or for the benefit of, (ii) all other expenses allocable to the Company (including, without limitation, administrative expenses); provided, that the amount of any such reimbursement shall be reduced by any interest earned Group or otherwise incurred by the Managing Member or its Affiliates in connection with respect managing and operating the Company Group's business and affairs (including expenses allocated to bank accounts or other instruments or accounts held the Managing Member by it on behalf its Affiliates) and (iii) all cash expenditures of the Company. The Members acknowledge that all such Managing Member, including reimbursement of expenses of the General Partner and its Affiliates, and including federal income taxes to which the Managing Member are deemed to be for the benefit or its Affiliates succeed by virtue of the Companytransactions described in Section 5.12(b)(x)(A) of the Second Amended and Restated Agreement of Limited Partnership of the Managing Member, but excluding any other federal income taxes payable by the Managing Member, the General Partner and its Affiliates. Such reimbursement The Managing Member shall determine the expenses that are allocable to the Company Group. Reimbursements pursuant to this Section 7.5 shall be in addition to any reimbursement made to the Managing Member as a result of indemnification pursuant to Section 7.7 hereof7.7. In Any allocation of expenses to the event that certain expenses are incurred Company by the Managing Member in a manner consistent with its or its Affiliates' past business practices shall be deemed to have been made in good faith. This provision does not affect the ability of the Managing Member and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) The Managing Member, without the approval of any Member, may propose and adopt on behalf of the Company employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Membership Interests or Derivative Membership Interests), or cause the Company to issue Membership Interests or Derivative Membership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Managing Member or any of its Affiliates, in each case for the benefit of officers, employees and directors of the Managing Member or any of its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Company Group. The Company agrees to issue and other entities (including sell to the Managing Member)Member or any of its Affiliates any Membership Interests or Derivative Membership Interests that the Managing Member or such Affiliates are obligated to provide to any officers, employees, consultants and directors pursuant to any such expenses will be allocated to the Company and such other entities in such a manner as employee benefit plans, employee programs or employee practices. Expenses incurred by the Managing Member in its sole connection with any such plans, programs and absolute discretion deems fair practices (including the net cost to the Managing Member or such Affiliates of Membership Interests or Derivative Membership Interests purchased by the Managing Member or such Affiliates from the Company to fulfill options or awards under such plans, programs and reasonable. All payments and reimbursements hereunder practices) shall be characterized for federal income tax purposes as expenses reimbursed in accordance with Section 7.5(b). Any and all obligations of the Company incurred on its behalfManaging Member under any employee benefit plans, employee programs or employee practices adopted by the Managing Member as permitted by this Section 7.5(c) shall constitute obligations of the Managing Member hereunder and not as expenses shall be assumed by any successor Managing Member approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the Managing Member. C. If and to the extent any reimbursements to the 's Managing Member Interest pursuant to this Section 7.4 constitute gross income of the Managing Member (as opposed to the repayment of advances made by the Managing Member on behalf of the Company), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Company and all Members, and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts4.5.