Common use of Reimbursement of the Managing Member Clause in Contracts

Reimbursement of the Managing Member. (a) The Managing Member shall not be compensated for its services as Managing Member of the Company except as provided in this Agreement (including the provisions of Article 5 and Article 6 hereof and the provisions of any applicable Unit Designation, in each case regarding distributions, payments and allocations to which the Managing Member may be entitled in its capacity as the Managing Member). (b) Subject to Section 7.4(c) hereof, the Company shall be responsible for and shall pay all expenses relating to the Company’s, the Managing Member’s and Lineage REIT’s organization and the ownership of each of their assets and operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. The Company shall be liable for, and shall reimburse the Managing 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 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, Lineage REIT, or the Company that may provide for units, stock units, or phantom stock, pursuant to which employees of the Managing Member, Lineage REIT 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, Lineage REIT or their respective Affiliates, (iv) any expenses (other than the purchase price) incurred by the Managing Member in connection with the redemption or other repurchase of OP Units or the redemption or other repurchase of Capital Shares by Lineage REIT, (v) all costs and expenses of the Managing Member in connection with the preparation of reports and other distributions to its unitholders or to stockholders of Lineage REIT 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, costs of filings with the SEC) or incurred in connection with Lineage REIT as a reporting company (including, without limitation, costs of filings with the SEC), (vi) all costs and expenses of the Managing Member in connection with Lineage REIT’s operating as a REIT, (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 and (viii) all costs and expenses, if any, of the Managing Member in connection with the entry into any reimbursement or indemnification agreement by the Managing Member or its Subsidiaries; provided, however, that the amount of any reimbursement to the Managing Member 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 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 reimbursements shall be in addition to any reimbursement of the Managing Member as a result of indemnification pursuant to Section 7.7 hereof. The Company and the Managing Member will also be authorized to cause any expenses that would otherwise be paid or borne by the Company to instead be paid or borne by one or more of the Company’s Subsidiaries. (c) To the extent practicable, Company expenses and expenses of the Managing Member and Lineage REIT shall be billed directly to and paid by the Company or one or more of its Subsidiaries, and if and to the extent any reimbursements to the Managing Member, Lineage REIT or any of their respective Affiliates by the Company or any of its Subsidiaries pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Member’s Capital Accounts.

Reimbursement of the Managing Member. (a) The Except as provided in this Section 7.3 and elsewhere in this Agreement, the Managing Member shall not be compensated for its services as Managing Member of the Company except as provided in this Agreement (including the provisions of Article 5 and Article 6 hereof and the provisions general partner or managing member of any applicable Unit Designation, in each case regarding distributions, payments and allocations to which the Managing Member may be entitled in its capacity as the Managing Group Member). (b) Subject The Company shall pay, or cause to Section 7.4(c) hereofbe paid, all costs, fees, operating expenses and other expenses of the Company shall be responsible for (including the costs, fees and shall pay expenses of attorneys, accountants or other professionals and the compensation of all expenses relating personnel providing services to the Company’s) incurred in pursuing and conducting, or otherwise related to, the Managing Member’s and Lineage REIT’s organization and the ownership activities of each of their assets and operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. The Company shall be liable for, and shall also bear and/or reimburse the Managing 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) any costs, fees or expenses 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, Lineage REIT, or the Company that may provide for units, stock units, or phantom stock, pursuant to which employees of the Managing Member, Lineage REIT 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, Lineage REIT or their respective Affiliates, (iv) any expenses (other than the purchase price) incurred by the Managing Member in connection with serving as the redemption or other repurchase of OP Units or the redemption or other repurchase of Capital Shares by Lineage REIT, Managing Member and (vii) all costs and other expenses of allocable to the Company Group or otherwise incurred by the Managing Member in connection with operating the preparation Company Group’s business (including expenses allocated to the Managing Member by its Affiliates). To the extent that the Managing Member determines that such expenses are related to the business and affairs of reports the Managing Member that are conducted through the Company Group (including expenses that relate to the business and affairs of the Company Group and that also relate to other distributions activities of the Managing Member), the Managing Member may cause the Company to its unitholders pay or to stockholders of Lineage REIT and any regulatory or governmental authorities or agencies and, as applicable, bear all costs and expenses of the Managing Member as a reporting company (includingMember, including without limitation, costs of filings with the SEC) or incurred in connection with Lineage REIT as a reporting company (includingsecurities offerings not borne directly by Members, without limitationboard of directors compensation and meeting costs, costs of filings with the SEC)salary, (vi) all costs bonus, incentive compensation and expenses other amounts paid to any Person, including Affiliates of the Managing Member in connection with Lineage REIT’s operating as a REITMember, (vii) all to perform services for the Company Group or for the Managing Member, cost of periodic reports to Members, litigation costs and expenses damages arising from litigation, accounting and legal costs and franchise taxes, provided that the Company shall not pay or bear any income tax obligations 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 and (viii) all costs and expenses, if any, of the Managing Member in connection with the entry into any reimbursement or indemnification agreement by the Managing Member or its Subsidiaries; provided, however, that the amount of any reimbursement to the Managing Member 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 as permitted Member. Reimbursements pursuant to this 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 reimbursements 7.3 shall be in addition to any reimbursement of to the Managing Member as a result of indemnification pursuant to Section 7.7 hereof7.6. The Company Without limiting the foregoing, the directors, officers, employees and the Managing Member will also be authorized to cause any expenses that would otherwise be paid or borne by the Company to instead be paid or borne by one or more of the Company’s Subsidiaries. (c) To the extent practicable, Company expenses and expenses other agents of the Managing Member shall have the right to use the facilities and Lineage REIT shall be billed directly to and paid by other resources of the Company or one or more of its Subsidiaries, and if and to the extent any reimbursements to as determined by the Managing Member, Lineage REIT the Managing Member shall have no obligation to allocate any expense or other cost to the Managing Member or any other Person, and such use shall not constitute a breach by the Managing Member of their respective Affiliates by any duty that the Managing Member may owe the Company or the Members or any other Persons under this Agreement (or any other agreements) or of its Subsidiaries pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company)any duty existing at law, such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Member’s Capital Accountsin equity or otherwise.

Reimbursement of the Managing Member. (a) The Managing Member shall not be compensated for its services as Managing Member the managing member of the Company except as provided in this Agreement (including the provisions of Article 5 and Article 6 hereof and the provisions of any applicable Unit Designation, in each case regarding distributions, payments and allocations to which the Managing Member may be entitled in its capacity as the Managing Member)Agreement. (b) Subject to Section 7.4(c) hereofand Section 15.11, the Company shall be responsible for and shall pay all expenses relating to the Company’s, the Managing Member’s and Lineage REIT’s organization and the ownership of each of their assets and operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. The Company shall be liable for, and shall reimburse the Managing Member, Member on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretiondetermine, for all sums expended in connection with the Company’s business, including, without limitation, (i) expenses 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, plans of the Investor, the Managing Member, Lineage REIT, Member or the Company that may provide for units, stock share units, or phantom stockshares, pursuant to which employees of the Investor, the Managing Member, Lineage REIT Member or the Company will receive payments based upon dividends on or the value Fair Market Value of REIT Class A Common Shares, (iii) director fees and expenses of the Managing Member, Lineage REIT or their respective Affiliatesexpenses, (iv) all costs and expenses associated with any expenses (other than the purchase price) incurred action, suit, proceeding, claim, dispute, arbitration, inquiry, examination, inspection or investigation pending by the Managing Member in connection with the redemption or before any governmental entity, arbitrator, mediator, agency, court, tribunal or other repurchase of OP Units jurisdictional body, foreign or the redemption or other repurchase of Capital Shares by Lineage REITdomestic, and (v) all costs and expenses of the Managing Member in connection with the preparation of reports and other distributions to its unitholders or to stockholders of Lineage REIT and any regulatory or governmental authorities or agencies andInvestor being a public company, as applicable, all costs and expenses of the Managing Member as a reporting company (including, without limitation, including costs of filings with the SEC) or incurred in connection with Lineage REIT as a , public reporting company (includingobligations, without limitationproxy statements and shareholder meetings, costs of filings with the SEC)stock exchange fees, (vi) all costs transfer agent fees, SEC and expenses of the Managing Member in connection with Lineage REIT’s operating as a REIT, (vii) all costs FINRA filing fees 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 and (viii) all costs and expenses, if any, of the Managing Member in connection with the entry into any reimbursement or indemnification agreement by the Managing Member or its Subsidiaries; provided, however, that the amount of any reimbursement to the Managing Member shall be reduced by any interest earned by the Investor or the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the Company 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 Company7.5. Such reimbursements shall be in addition to any reimbursement of the Investor or the Managing Member as a result of indemnification pursuant to Section 7.7 hereof. The Company and the Managing Member will also be authorized to cause any expenses that would otherwise be paid or borne by the Company to instead be paid or borne by one or more of the Company’s Subsidiaries7.7. (c) To the extent practicable, Company expenses and expenses of the Managing Member and Lineage REIT shall be billed directly to and paid by the Company or one or more of its Subsidiaries, and if and to the extent any reimbursements to the Investor, the Managing Member, Lineage REIT Member or any of their respective Affiliates by the Company or any of its Subsidiaries pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments,” within the meaning of Code Section 707(c) (unless otherwise required by the Code and the Regulations) and shall not be treated as distributions for purposes of computing the Member’s Capital Accountshereunder.

Reimbursement of the Managing Member. (a) The Managing Member shall not be compensated for its services as Managing Member of the Company except as provided in this Agreement (including the provisions of Article Articles 5 and Article 6 hereof and the provisions of any applicable Unit Designation, in each case regarding distributions, payments and allocations to which the Managing Member may be entitled in its capacity as the Managing Member). (b) Subject to Section 7.4(cSections 7.4(d) and 15.12 hereof, the Company shall be responsible for and shall pay all expenses relating to the Company’s, ’s and the Managing Member’s and Lineage REIT’s organization and the ownership of each of their assets and operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. The Company shall be liable for, and shall reimburse the Managing 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 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, Lineage REIT, or the Company that may provide for units, stock units, or phantom stock, pursuant to which employees of the Managing Member, Lineage REIT 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, Lineage REIT Member or their respective its Affiliates, (iv) any expenses (other than the purchase price) incurred by the Managing Member in connection with the redemption or other repurchase of OP Units its Capital Shares or the redemption or other repurchase purchase by the Managing Member of Capital Shares by Lineage REITany outstanding Membership Units, (v) all costs and expenses of the Managing Member in connection with the preparation of reports and other distributions to its unitholders or to stockholders of Lineage REIT 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, costs of filings with the SEC) or incurred in connection with Lineage REIT as a reporting company (including, without limitation, costs of filings with the SEC), (vi) all costs and expenses of the Managing Member in connection with Lineage REIT’s operating 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 and (viii) all costs and expenses, if any, of the Managing Member in connection with the entry into any reimbursement or indemnification agreement by the Managing Member or its Subsidiariesactivities; provided, however, that the amount of any reimbursement to the Managing Member 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 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 reimbursements shall be in addition to any reimbursement of the Managing Member as a result of indemnification pursuant to Section 7.7 hereof. The Company and the Managing Member will also be authorized to cause any expenses that would otherwise be paid or borne by the Company to instead be paid or borne by one or more of the Company’s Subsidiaries. (c) If the Managing Member shall elect to purchase from its stockholders Capital Shares for the 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 than on behalf of the Company) and (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, Company expenses and expenses of the Managing Member and Lineage REIT shall be billed directly to and paid by the Company or one or more of its Subsidiariesand, and subject to Section 15.12 hereof, if and to the extent any reimbursements to the Managing Member, Lineage REIT Member or any of their respective its Affiliates by the Company or any of its Subsidiaries pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Member’s Members’ Capital Accounts.