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$33	Preview Full Doc	2002	Marketing Support Fee Agreement Marketing Support Fee Agreement (4K) Doc #124967: Click preview link for longer preview. MARKETING SUPPORT FEE AGREEMENT THIS MARKETING SUPPORT FEE AGREEMENT, effective as of _____________, 2002, is between CNL SECURITIES CORP. (the "Managing Dealer") and [name of Broker/Dealer to be inserted] (the "Participating Broker"). W I T N E S S E T H WHEREAS, CNL Hospitality Properties, Inc. (the "Company") filed with the Securities and Exchange Commission a Registration Statement (No. 333-98047) on Form S-11 (the "Fifth Offering") covering 175,000,000 of its common shares, par value $0.01 per share (the "Shares"), to be offered to the public; WHEREAS, the Company has retained the Managing Dealer to use its best efforts to sell the Shares and to manage the sale by others of the Shares; WHEREAS, the Managing Dealer desires to avail itself of the experience, sources of information and assistance of the Participating Broker in marketing and selling the Shares and to have the Participating Broker undertake the duties and responsibilities hereinafter set forth, all as provided herein; and WHEREAS, in exchange for the Marketing Support Fee (as hereinafter defined), the Participating Broker is willing to undertake the duties and responsibilities hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 124967	CNL Hospitality CNL Hospitality Properties, Inc. ( Real Estate ) As referenced in this Marketing Support Fee Agreement: CNL HOSPITALITY PROPERTIES, INC – 3 {SEQUENCE}5 {FILENAME}y67220exv1w3.txt {DESCRIPTION}FORM OF MARKETING SUPPORT FEE AGREEMENT {TEXT} {PAGE} EXHIBIT 1.3 Marketing Support Fee Agreement {PAGE} CNL HOSPITALITY PROPERTIES, INC . MARKETING SUPPORT FEE AGREEMENT THIS MARKETING SUPPORT FEE AGREEMENT, effective as of _____________, 2002, is between CNL SECURITIES CORP. (the "Managing Dealer") _____________ CNL Hospitality Properties, Inc – Dealer") and [name of Broker/Dealer to be inserted] (the "Participating Broker"). W I T N E S S E T H WHEREAS, CNL Hospitality Properties, Inc . (the "Company") filed with the Securities and Exchange Commission a Registration Statement (No. 333-98047) on Form S-11 (the "Fifth Offering") _____________ dt 185404 ;	CNL Securities Corp.
$39	Preview Full Doc	2003	Tax Indemnity and Debt Maintenance Agreement Tax Indemnity and Debt Maintenance Agreement (25K) Doc #130516: Click preview link for longer preview. TAX INDEMNITY AND DEBT MAINTENANCE AGREEMENT This TAX INDEMNITY AND DEBT MAINTENANCE AGREEMENT (this "Agreement"), dated as of_______, 2003, is entered into by and among Ashford Hospitality Trust, Inc. (the "REIT"), Ashford Hospitality Limited Partnership (the "Operating Partnership") and Remington Suites Austin, L.P., Remington Suites Dallas, L.P., Remington Suites Dulles, L.P., Remington Suites Las Vegas, L.P.and Chicago Illinois Hotel Limited Partnership. RECITALS A. In connection with the execution and delivery of the Omnibus Agreement, as defined below, the Contributors have agreed to contribute the Initial Properties to the Operating Partnership in exchange for Units in the Operating Partnership. B. The REIT and the Operating Partnership desire to evidence their agreement regarding amounts that may be payable as a result of certain actions being taken by the Operating Partnership regarding its debt and assets. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I CERTAIN DEFINITIONS Section 1.1 Definitions. "Applicable Tax Rate" means, as to any given Taxable Event, the Tax Rate applicable to income having the same character as that arising from such Taxable Event, for example, by way of illustration and not limitation, (i) the Tax Rate applicable to ordinary income, if the Taxable Event gave rise to ordinary income, or (ii) the Tax Rate applicable to long term capital gain, if the Taxable Event gave rise to long term capital gain. "Agreement" has the meaning specified in the Preamble. "Code" means the Internal Revenue Code of 1986, as amended, and any replacement to such provisions. "Contributor" means one of the limited partnerships identified on Exhibit A hereto and each successor or assign whose acquisition of Units was pursuant to a Permitted Disposition. "Current Tax Excess" means with respect to each Taxable Period and each Taxable Event, an amount equal to the product of (i) the taxable income or gain allocable to or otherwise reportable by a Contributor during such Taxable Period resulting from the 130516	Ashford Ashford Hospitality LP ( Miscellany ) As referenced in this Tax Indemnity and Debt Maintenance Agreement: Ashford Hospitality Limited – INDEMNITY AND DEBT MAINTENANCE AGREEMENT (this "Agreement"), dated as of_______, 2003, is entered into by and among Ashford Hospitality Trust, Inc. (the "REIT"), Ashford Hospitality Limited Partnership (the "Operating Partnership") and Remington Suites Austin, L.P., Remington Suites Dallas, L.P., Remington Suites Dulles, L.P., Remington Suites Las _____________ Ashford Hospitality Limited – or intangible, contributed by Contributors to the Operating Partnership pursuant to the Omnibus Option Agreement. "Omnibus Agreement" means the Omnibus Option Agreement between Ashford Hospitality Limited Partnership, Remington Suites Austin, L.P., Remington Suites Dallas, L.P., Remington Suites Dulles, L.P., Remington Suites Las Vegas, L.P., Chicago _____________ ASHFORD HOSPITALITY LIMITED – hereto, to be effective as of the date first above written. ASHFORD HOSPITALITY TRUST, INC., A MARYLAND CORPORATION By: ----------------------------------------- Name: --------------------------------------- Title: Vice President ASHFORD HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP By: Ashford OP General Partner L.L.C., its General Partner By: ----------------------------------------- Name: --------------------------------------- Title: Vice President CONTRIBUTORS _____________ dt 183253 ; Ashford Ashford Hospitality Trust Inc. ( Real Estate ) As referenced in this Tax Indemnity and Debt Maintenance Agreement: Ashford Hospitality Trust, – AND DEBT MAINTENANCE AGREEMENT This TAX INDEMNITY AND DEBT MAINTENANCE AGREEMENT (this "Agreement"), dated as of_______, 2003, is entered into by and among Ashford Hospitality Trust, Inc. (the "REIT"), Ashford Hospitality Limited Partnership (the "Operating Partnership") and Remington Suites Austin, L.P., Remington Suites Dallas, L.P., Remington _____________ ASHFORD HOSPITALITY TRUST, – the general partner or duly authorized officer of each of the parties hereto, to be effective as of the date first above written. ASHFORD HOSPITALITY TRUST, INC., A MARYLAND CORPORATION By: ----------------------------------------- Name: --------------------------------------- Title: Vice President ASHFORD HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP By: Ashford OP General Partner _____________ dt 118669 ;	Remington Suites Austin, L.P.
$38	Preview Full Doc	2003	Canadian Tax Co-Operation Agreement Canadian Tax Co-Operation Agreement (24K) Doc #155695: Click preview link for longer preview. CANADIAN TAX CO-OPERATION AGREEMENT THIS AGREEMENT is made as of May 8th, 2002. BETWEEN: TRIZECHAHN OFFICE PROPERTIES LTD. a corporation organized under the laws of the Province of New Brunswick ("THOPL") - and - TRIZEC PROPERTIES, INC. a corporation organized under the laws of Delaware ("TRIZEC PROPERTIES") RECITALS: A. Substantially all of the shares in the capital stock of Trizec Properties are indirectly owned by THOPL; B. The manner in which the Trizec Properties Parties undertake activities will affect the Canadian tax consequences to the THOPL Parties; C. The Trizec Properties Parties have historically conducted their business operations having regard to the Canadian tax consequences of their actions to relevant THOPL Parties and wish to continue to do so in a manner consistent with past practice once Trizec Properties becomes a publicly traded corporation; and D. The parties wish to implement the terms of this Agreement in a manner which is not burdensome on the effective management of the Trizec Properties Parties and which allows Trizec Properties' management to operate in a manner which is in the best interests of all Trizec Properties shareholders. THEREFORE, in consideration for the relevant THOPL Parties agreeing to participate in transactions pursuant to which it is expected that Trizec Properties will become a publicly traded corporation and for other for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 INTERPRETATION 1.1 DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below: {PAGE} "CANADIAN TAX" means any tax imposed under the Canadian Tax Statutes; "CANADIAN TAX STATUTES" means the Income Tax Act (Canada) (and any regulations thereunder) and each corresponding provincial taxation statute (and any regulations thereunder); "CANADIAN CORPORATION" means any corporation or company incorporated or otherwise formed under the laws of Canada or any province or territory thereof; "TRIZEC CANADA" means Trizec Canada Inc. "CONTROLLED TRIZEC PROPERTIES PARTY" means Trizec Properties and any corporation, company, partnership, trust or other entity, organization or relationship of any kind controlled by Trizec Properties, alone or together with any other entities controlled by Trizec Properties; "NON-CONTROLLED TRIZEC PROPERTIES PARTY" means, at any time, any corporation, company, partnership, trust or other entity, organization or relationship of any kind in which Trizec Properties, alone or together with any entities controlled by Trizec Properties, has an ownership interest representing, at such time, 10% or more of all ownership interests in such party but which is not a Controlled Trizec Properties Party; "THOPL PARTY" means THOPL, any Canadian Corporation controlled by or controlling THOPL and any Canadian Corporation controlled by a Canadian Corporation that controls THOPL and that, at any time on or after the date hereof, directly or indirectly has or has had a direct or indirect ownership interest in, Trizec Properties (through share ownership or otherwise), but excluding PM Capital Inc. or any other Canadian Corporation holding an ownership interest in Trizec Canada, unless such corporation is a successor corporation to Trizec Canada; "TRIZEC PROPERTIES PARTY" means any one of Trizec Properties, a Controlled Trizec Properties Party or a Non-Controlled Trizec Properties Party. 1.2 CONTROL A party is "controlled" by (i) any person holding, directly or indirectly, voting securities which carry votes sufficient, if exercised, to elect a majority of the board of directors, trustees, managers or other governing body of the controlled party, and (ii) any person who otherwise has the ability to control and direct the business and operations of such controlled party and the terms "control" and "controlling" shall have corresponding meanings. 1.3 REFERENCES TO CANADIAN TAX STATUTES Any reference to any of the Canadian Tax Statutes, any provision thereof or any regulation thereunder shall be deemed to include a reference to any amendment thereto, and to include a reference to any comparable provision of any other statute or regulation now or hereafter enacted by the government of Canada or any province, territory or municipality therein to substantially similar effect. 155695	Trizec Trizec Properties, Inc. ( Real Estate ) As referenced in this Canadian Tax Co-Operation Agreement: TRIZEC PROPERTIES, – of May 8th, 2002. BETWEEN: TRIZECHAHN OFFICE PROPERTIES LTD. a corporation organized under the laws of the Province of New Brunswick ("THOPL") - and - TRIZEC PROPERTIES, INC. a corporation organized under the laws of Delaware ("TRIZEC PROPERTIES") RECITALS: A. Substantially all of the shares in the capital stock _____________ "TRIZEC PROPERTIES" – organized under the laws of the Province of New Brunswick ("THOPL") - and - TRIZEC PROPERTIES, INC. a corporation organized under the laws of Delaware ("TRIZEC PROPERTIES" ) RECITALS: A. Substantially all of the shares in the capital stock of Trizec Properties are indirectly owned by THOPL; B. The manner _____________ Trizec Properties – INC. a corporation organized under the laws of Delaware ("TRIZEC PROPERTIES") RECITALS: A. Substantially all of the shares in the capital stock of Trizec Properties are indirectly owned by THOPL; B. The manner in which the Trizec Properties Parties undertake activities will affect the Canadian tax consequences _____________ Trizec Properties – Substantially all of the shares in the capital stock of Trizec Properties are indirectly owned by THOPL; B. The manner in which the Trizec Properties Parties undertake activities will affect the Canadian tax consequences to the THOPL Parties; C. The Trizec Properties Parties have historically conducted their business _____________ Trizec Properties – B. The manner in which the Trizec Properties Parties undertake activities will affect the Canadian tax consequences to the THOPL Parties; C. The Trizec Properties Parties have historically conducted their business operations having regard to the Canadian tax consequences of their actions to relevant THOPL Parties and wish _____________ dt 109606 ;	Trizechahn Office Properties Ltd.
$31	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178425: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded twelve thousand four hundred forty-eight (12,448) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178425	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.2 EX-10 4 exhibit102.htm Exhibit 10.2 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and _____________ Mack-Cali Realty – htm Exhibit 10.2 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the _____________ Mack-Cali Realty – and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded twelve thousand four hundred forty-eight (12,448) shares (Restricted Shares) of the _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ TIMOTHY M. JONES Timothy M. Jones President Employee /s/ MITCHELL E. HERSH Mitchell E. Hersh 2 _____________ dt 110294 ;	Mitchell E. Hersh
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178426: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded seven thousand four hundred sixty-nine (7,469) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178426	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.4 EX-10 6 exhibit104.htm Exhibit 10.4 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and _____________ Mack-Cali Realty – htm Exhibit 10.4 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the _____________ Mack-Cali Realty – and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded seven thousand four hundred sixty-nine (7,469) shares (Restricted Shares) of the _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ TIMOTHY M. JONES Timothy M. Jones 2 _____________ dt 110295 ;	Timothy M. Jones
$33	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178427: Click preview link for longer preview. TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded seven thousand four hundred sixty-nine (7,469) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178427	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.6 EX-10 8 exhibit106.htm Exhibit 10.6 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and _____________ Mack-Cali Realty – htm Exhibit 10.6 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), _____________ Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded seven thousand four hundred sixty-nine (7,469) shares (Restricted Shares) of the _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ BARRY LEFKOWITZ Barry Lefkowitz 2 _____________ dt 110296 ;	Barry Lefkowitz
$37	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178428: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded six thousand two hundred twenty-four (6,224) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178428	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.8 EX-10 10 exhibit108.htm Exhibit 10.8 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and _____________ Mack-Cali Realty – htm Exhibit 10.8 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the _____________ Mack-Cali Realty – and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded six thousand two hundred twenty-four (6,224) shares (Restricted Shares) of the _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ ROGER W. THOMAS Roger W. Thomas 2 _____________ dt 110297 ;	Roger W. Thomas
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178429: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded six thousand one hundred (6,100) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178429	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.10 EX-10 12 exhibit1010.htm Exhibit 10.10 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and _____________ Mack-Cali Realty – htm Exhibit 10.10 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), _____________ Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded six thousand one hundred (6,100) shares (Restricted Shares) of the Companys common _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ MICHAEL GROSSMAN Michael Grossman 2 _____________ dt 110298 ;	Michael Grossman
$46	Preview Full Doc	2003	Operating Agreement Operating Agreement (117K) Doc #257365: Click preview link for longer preview. OPERATING AGREEMENT OF SCOTTSDALE THOMPSON PEAK, LLC TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS.....................................................1 1.1 Definitions.....................................................1 ARTICLE II FORMATION OF THE LIMITED LIABILITY COMPANY......................5 2.1 General.......................... . . . 257365	Stratford Stratford American Corp. ( Real Estate ) As referenced in this Operating Agreement: STRATFORD AMERICAN CORP – iv) {PAGE} OPERATING AGREEMENT OF SCOTTSDALE THOMPSON PEAK, LLC THIS OPERATING AGREEMENT (this "AGREEMENT"), is entered into on __________, 2002, by and among STRATFORD AMERICAN CORP ORATION, an Arizona Corporation ("STRATFORD"), GOLDEN GATE APARTMENTS, LTD., L.P., a California Limited Partnership ("GOLDEN GATE"), AURIGA PROPERTIES, INC., an Arizona Corporation (" _____________ Stratford American Corp – AGREEMENT" means the written agreement now or hereafter entered into between the Manager and the Company to manage the Company Property. "MANAGER" means Stratford American Corp oration, an Arizona Corporation. "MEMBER" means (a) the Initial Members until such time, if any, that any such Person becomes a Withdrawn Member, ( _____________ Stratford American Corp – execution below, each of the undersigned agrees to the terms and provisions of this Operating Agreement for Scottsdale Thompson Peak, LLC. 27 {PAGE} Stratford American Corp oration, an Arizona Corporation, as Manager and Member By: -------------------------------------- Mel L. Shultz, President GOLDEN GATE APARTMENTS, LTD., L.P., a California Limited Partnership _____________ Stratford American Corp – MEMBERS AND CAPITAL CONTRIBUTIONS INITIAL MEMBERS {TABLE} {CAPTION} NET VALUE OF PROPERTY MEMBER NAME & ADDRESS PROPERTY CONTRIBUTED CONTRIBUTED UNITS --------------------- -------------------- ----------- ----- {S} {C} {C} {C} Stratford American Corp oration 80% undivided tenancy in common $750,000.00 8,000 2400 E. Arizona Biltmore Circle interest in the Company Property, Building 2, _____________ dt 131847 ;	Stratford Stratford American Corp. ( Real Estate ) As referenced in this Operating Agreement: STRATFORD AMERICAN CORP – iv) {PAGE} OPERATING AGREEMENT OF SCOTTSDALE THOMPSON PEAK, LLC THIS OPERATING AGREEMENT (this "AGREEMENT"), is entered into on __________, 2002, by and among STRATFORD AMERICAN CORP ORATION, an Arizona Corporation ("STRATFORD"), GOLDEN GATE APARTMENTS, LTD., L.P., a California Limited Partnership ("GOLDEN GATE"), AURIGA PROPERTIES, INC., an Arizona Corporation (" _____________ Stratford American Corp – AGREEMENT" means the written agreement now or hereafter entered into between the Manager and the Company to manage the Company Property. "MANAGER" means Stratford American Corp oration, an Arizona Corporation. "MEMBER" means (a) the Initial Members until such time, if any, that any such Person becomes a Withdrawn Member, ( _____________ Stratford American Corp – execution below, each of the undersigned agrees to the terms and provisions of this Operating Agreement for Scottsdale Thompson Peak, LLC. 27 {PAGE} Stratford American Corp oration, an Arizona Corporation, as Manager and Member By: -------------------------------------- Mel L. Shultz, President GOLDEN GATE APARTMENTS, LTD., L.P., a California Limited Partnership _____________ Stratford American Corp – MEMBERS AND CAPITAL CONTRIBUTIONS INITIAL MEMBERS {TABLE} {CAPTION} NET VALUE OF PROPERTY MEMBER NAME & ADDRESS PROPERTY CONTRIBUTED CONTRIBUTED UNITS --------------------- -------------------- ----------- ----- {S} {C} {C} {C} Stratford American Corp oration 80% undivided tenancy in common $750,000.00 8,000 2400 E. Arizona Biltmore Circle interest in the Company Property, Building 2, _____________ dt 131866
$49	Preview Full Doc	2001	Operating Agreement Operating Agreement (60K) Doc #257380: Click preview link for longer preview. OPERATING AGREEMENT OF TRIWAY LAND INVESTORS, LLC This Operating Agreement is between DVI Raintree, LLC, an Arizona limited liability company ("Diamond"), Stratford American Corporation, an Arizona corporation ("Stratford," and together with Diamond, the "Investors"), and Colonial Raintree, L.L.C., an Arizona limited liability company ("Colonial"), as Members, and Colonial as the manager of the Company (the "Manager") . . . 257380	Stratford Stratford American Corp. ( Real Estate ) As referenced in this Operating Agreement: Stratford American Corp – 10.14 OPERATING AGREEMENT OF TRIWAY LAND INVESTORS, LLC This Operating Agreement is between DVI Raintree, LLC, an Arizona limited liability company ("Diamond"), Stratford American Corp oration, an Arizona corporation ("Stratford," and together with Diamond, the "Investors"), and Colonial Raintree, L.L.C., an Arizona limited liability company ("Colonial"), _____________ Stratford American Corp – October 26, 2000. DVI Raintree, LLC, an Arizona limited liability company By: Diamond Ventures, Inc., an Arizona corporation Its: Manager By: ------------------------------------ Its: President ----------------------------------- Stratford American Corp oration, an Arizona corporation By: /s/ Mel Shultz ------------------------------------ Its: President ----------------------------------- 16 {PAGE} Colonial Raintree, LLC, an Arizona limited liability company By: Colonial Development, _____________ Stratford American Corp – SCHEDULE 1 MEMBERS' PARTICIPATION PERCENTAGES Participation Member Address Percentage ------ ------- ---------- DVI Raintree, LLC 2200 East River Road 52.5% Suite 115 Tucson, Arizona 85718 Stratford American Corp oration 2400 East Arizona Biltmore 17.5% Circle, Suite 1270 Phoenix, Arizona 85016 Colonial Raintree,, L.L.C. c/o Colonial Development 30% _____________ Stratford American Corp – company. 26. "Members" shall mean Colonial Raintree, L.L.C., an Arizona limited liability company, DVI Raintree, an Arizona limited liability company, and Stratford American Corp oration, an Arizona corporation. 2 {PAGE} 27. "Net Cash Flow" shall mean the gross cash proceeds from Company operations, sales or refinancing, less _____________ Stratford American Corp – United States Treasury Department under the Code, as amended. 39. "Sandys" shall have the meaning provided in recital C. 40. "Stratford" shall mean Stratford American Corp oration, an Arizona corporation. 41. "Taxable Year" shall mean the taxable year of the Company in accordance with the provisions of Section 706 _____________ dt 131861 ;	Stratford Stratford American Corp. ( Real Estate ) As referenced in this Operating Agreement: Stratford American Corp – 10.14 OPERATING AGREEMENT OF TRIWAY LAND INVESTORS, LLC This Operating Agreement is between DVI Raintree, LLC, an Arizona limited liability company ("Diamond"), Stratford American Corp oration, an Arizona corporation ("Stratford," and together with Diamond, the "Investors"), and Colonial Raintree, L.L.C., an Arizona limited liability company ("Colonial"), _____________ Stratford American Corp – October 26, 2000. DVI Raintree, LLC, an Arizona limited liability company By: Diamond Ventures, Inc., an Arizona corporation Its: Manager By: ------------------------------------ Its: President ----------------------------------- Stratford American Corp oration, an Arizona corporation By: /s/ Mel Shultz ------------------------------------ Its: President ----------------------------------- 16 {PAGE} Colonial Raintree, LLC, an Arizona limited liability company By: Colonial Development, _____________ Stratford American Corp – SCHEDULE 1 MEMBERS' PARTICIPATION PERCENTAGES Participation Member Address Percentage ------ ------- ---------- DVI Raintree, LLC 2200 East River Road 52.5% Suite 115 Tucson, Arizona 85718 Stratford American Corp oration 2400 East Arizona Biltmore 17.5% Circle, Suite 1270 Phoenix, Arizona 85016 Colonial Raintree,, L.L.C. c/o Colonial Development 30% _____________ Stratford American Corp – company. 26. "Members" shall mean Colonial Raintree, L.L.C., an Arizona limited liability company, DVI Raintree, an Arizona limited liability company, and Stratford American Corp oration, an Arizona corporation. 2 {PAGE} 27. "Net Cash Flow" shall mean the gross cash proceeds from Company operations, sales or refinancing, less _____________ Stratford American Corp – United States Treasury Department under the Code, as amended. 39. "Sandys" shall have the meaning provided in recital C. 40. "Stratford" shall mean Stratford American Corp oration, an Arizona corporation. 41. "Taxable Year" shall mean the taxable year of the Company in accordance with the provisions of Section 706 _____________ dt 131880
$40	Preview Full Doc	2004	Strategic Alliance Agreement Strategic Alliance Agreement (27K) Doc #257661: Click preview link for longer preview. STRATEGIC ALLIANCE AGREEMENT This Strategic Alliance Agreement (this "Agreement") is entered into as of the 15th day of October, 2003 (hereinafter referred to as the "Effective Date"), by and between Sunset Capital investments, Inc., a Maryland corporation (hereinafter referred to as "SCI"), Sunset Mortgage Company, L.P., a Pennsylvania limited partnership ("SMC"), Sunset Commercial Group, LLC, a Pennsylvania limited liability company ("SCL") and Sunset Direct Lending LLC, a Delaware limited liability company ("SDL" and together with SCL and SMC collectively referred to herein as "Sunset Mortgage"). WITNESSETH: WHEREAS, Sunset Mortgage is regularly and actively engaged in the business of originating residential and commercial mortgage loans (collectively, "Mortgage Loans"); WHEREAS, SCI is a real estate investment trust that intends to invest in residential and commercial mortgage loans; and WHEREAS, Sunset Mortgage and SCI wish to enter into a strategic alliance regarding the origination of Mortgage Loans by Sunset Mortgage and the purchase of Mortgage Loans by SCI. NOW, THEREFORE, in consideration of the foregoing and of the mutual premises hereinafter expressed, the parties hereto do mutually agree as follows: ARTICLE I. SCOPE OF STRATEGIC ALLIANCE. A. Sunset Mortgage shall continue to originate Mortgage Loans in accordance with its historical practices. Commencing as of January 1, 2004, on a monthly basis, SCI shall provide Sunset Mortgage with one or more pricing sheets ("Pricing Sheets") in which SCI shall provide loan parameters (including loan to value ratio, credit scores and other criteria) applicable to Mortgage Loans and the applicable pricing for such Mortgage Loans. Sunset Mortgage agrees and acknowledges that as to any and all Mortgage Loans originated by Sunset Mortgage or its affiliates that are within the parameters set forth in the applicable Pricing Sheets, SCI shall have a right of first refusal to purchase such Mortgage Loans as set forth herein. B. On a regular basis (but no less frequently than monthly), Sunset Mortgage shall send a written report (a "Mortgage Loan Report") to SCI setting forth in reasonable detail all Mortgage Loans within the parameters set forth in the applicable Pricing Sheets. No later than 2 days following its receipt of a Mortgage Loan Report (the "Initial Election Period"), SCI shall send written notice to Sunset Mortgage specifying the Mortgage Loans set forth in the Mortgage Loan Report that SCI is interested in purchasing (a "Preliminary Purchase Notice"). The Preliminary Purchase Notice shall constitute an offer by SCI to purchase the Mortgage Loans set forth therein at the price set forth in the applicable Pricing Sheets and upon the terms set forth herein. In the event that SCI shall fail to deliver a Preliminary Purchase Notice to Sunset Mortgage prior to the expiration of the Initial Election Period, then Sunset Mortgage may sell the Mortgage Loans set forth in the applicable Mortgage Loan Report to one or more third parties without regard to this Agreement. {PAGE} C. No later than two Business Days after its receipt of a Preliminary Purchase Notice (the "Election Period"), Sunset Mortgage shall elect to sell the Mortgage Loans described in the Preliminary Purchase Notice for the purchase price set forth in the applicable Pricing Sheets (a "Sale Election") or elect to offer the Mortgage Loans to SCI at a higher price than set forth in the applicable Pricing Sheets (a "Repricing Election"). Sunset Mortgage shall make a Sale Election or a Repricing Election by delivery of written notice to SCI during the Election Period. In the event that Sunset Mortgage shall fail to deliver such written notice to SCI prior to the expiration of the Election Period, then Sunset Mortgage shall be deemed to have made a Sale Election with regard to all of the Mortgage Loans set forth in the Preliminary Purchase Notice. For purposes hereof "Business Day" shall mean any day other than Saturday or Sunday or other day on which national banks in Jacksonville, Florida are required or permitted by applicable law to close. D. SCI may, by delivery of written notice to Sunset Mortgage on or before the expiration of two Business Days after receipt by SCI of the Repricing Election (the "Repricing Election Period"), elect to purchase all or any portion of the Mortgage Loans originally set forth in the Preliminary Purchase Notice at the price set forth in the Repricing Election. In the event that SCI shall fail to deliver such written notice prior to the expiration of the Repricing Election Period, then SCI shall be deemed to have elected not to purchase the Mortgage Loans that are subject to such Repricing Election. As to any Mortgage Loans that are subject to a Repricing Election that SCI does not elect to purchase hereunder (collectively, "Market Mortgage Loans"), Sunset Mortgage may, after expiration of the Repricing Election Period (or, if sooner, receipt of written notice from SCI that it shall not purchase such Market Mortgage Loans), market and sell such Market Mortgage Loans to one or more third parties at the price 257661	Sunset Financial Sunset Financial Resources Inc. ( Real Estate ) ; Sunset Capital Investments, Inc.; Sunset Mortgage Company, L.P.;	Sunset Commercial Group, LLC; Sunset Direct Lending LLC
$35	Preview Full Doc	2001	Split-Dollar Agreement Split-Dollar Agreement (17K) Doc #259975: Click preview link for longer preview. SPLIT-DOLLAR AGREEMENT ---------------------- THIS AGREEMENT made and entered into as of this 1st day of April, 2000, by and between Washington Real Estate Investment Trust, with principal offices and place of business in the State of Maryland (hereinafter referred to as the "Employer"), and [Writ Officers] an individual residing at [Home Address] (hereinafter referred to as the "Employee"), WITNESSETH THAT: WHEREAS, the Employee is employed by the Employer; and WHEREAS, the Employee wishes to provide life insurance protection for his family in the event of his death, under a policy of life insurance insuring his life (hereinafter referred to as the "Policy"), which is described in Exhibit A attached hereto and by this reference made a part hereof, and which is being issued by Pacific Life Insurance Company (hereinafter referred to as the "Insurer"); and WHEREAS, the Employer is willing to pay the premiums due on the Policy as an additional employment benefit for the Employee, on the terms and conditions hereinafter set forth; and WHEREAS, the Employee is the owner of the Policy and, as such, possesses all incidents of ownership in and to the Policy; and WHEREAS, the Employer wishes to have the Policy collaterally assigned to it by the Employee, in order to secure the repayment of the amounts which it will pay toward the premiums on the Policy; NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein, the parties hereto agree as follows: 259975	Washington REIT Washington Real Estate Investment Trust ( Real Estate ) As referenced in this Split-Dollar Agreement: Washington Real Estate Investment Trust, – EXHIBIT 10(h) SPLIT-DOLLAR AGREEMENT ---------------------- THIS AGREEMENT made and entered into as of this 1st day of April, 2000, by and between Washington Real Estate Investment Trust, with principal offices and place of business in the State of Maryland (hereinafter referred to as the "Employer"), and [Writ Officers] an _____________ Washington Real Estate Investment Trust – of Maryland. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, as of the day and year first above written. Washington Real Estate Investment Trust By /s/ Edmund B. Cronin, Jr. ------------------------------------ Title Pres/CEO --------------- "Employer" /s/ ------------------------------------- "Employee" 9 {/TEXT} {/DOCUMENT} _____________ dt 133913
$37	Full Doc	2004	Liability Company Operating Agreement Liability Company Operating Agreement (11K) Doc #260152: This document is immediately available for purchase, but does not have a preview available for viewing. 260152	Wellsford Wellsford Real Properties Inc. ( Real Estate )
$99	Preview Full Doc	2002	Operating Agreement Operating Agreement (244K) Doc #260175: Click preview link for longer preview. TABLE OF CONTENTS ----------------- Page ---- ARTICLE 1 - DEFINITIONS..................................................... 1 ARTICLE 2 - FORMATION OF COMPANY............................................ 14 2.1 Formation............................................ 14 2.2 Name................................................. 14 . . . 260175	Wellsford Wellsford Real Properties Inc. ( Real Estate )
$87	Preview Full Doc	2002	Operating Agreement Operating Agreement (243K) Doc #260184: Click preview link for longer preview. TABLE OF CONTENTS Page ---- ARTICLE 1- DEFINITIONS.........................................................1 ARTICLE 2-FORMATION OF COMPANY................................................13 2.1 Formation.........................................................13 2.2 Name..............................................................13 2.3 Principal Place of Business............. . . . 260184	Wellsford Wellsford Real Properties Inc. ( Real Estate ) As referenced in this Operating Agreement: Wellsford Real Properties, – be amended. (oooo) "Total Budgeted Development Costs" means the Total Development Costs as shown on the Final Project Budget. (pppp) "WRP" shall mean Wellsford Real Properties, Inc., a Delaware corporation. (qqqq) "WPHC" means Wellsford Park Highlands Corp., a Colorado corporation. 2 FORMATION OF COMPANY 2.1 FORMATION. On _____________ Wellsford Real Properties, – in this Agreement or such other address of which such Person has notified the Company and all of the Members. WPHC: c/o Wellsford Real Properties, Inc. 1623 Blake Street, Suite 270 Denver, Colorado 80202 Attention: David M. Strong Facsimile No. (303) 534-4398 with copies to: Lynda _____________ WELLSFORD REAL PROPERTIES, – Colorado corporation. WITNESS my hand and official seal. My commission expires: 11/25/2001 /s/ ------------------------------------------ Notary Public {PAGE} GUARANTY By its execution hereof, WELLSFORD REAL PROPERTIES, INC., a Colorado corporation ("WRP"), hereby guarantees to Al Feld ("Feld") that Wellsford Park Highlands Corp., a Colorado corporation, shall timely and _____________ WELLSFORD REAL PROPERTIES, – shall be governed by and construed in accordance with the laws of the State of Colorado. {PAGE} EXECUTED as of December 16, 1998. WELLSFORD REAL PROPERTIES, INC., a Delaware corporation By: /s/ David M. Strong ----------------------- David M. Strong, Vice President STATE OF COLORADO ) ) ss. CITY AND COUNTY OF _____________ Wellsford Real Properties, – OF DENVER ) The foregoing guaranty was acknowledged before me this 16th day of December, 1998 by David M. Strong, as Vice President of Wellsford Real Properties, Inc., a Delaware corporation. WITNESS my hand and official seal. My commission expires: 11/25/01 /s/ ------------------------------------------ Notary Public {PAGE} EXHIBITS EXHIBIT _____________ dt 134100
$88	Preview Full Doc	2002	Operating Agreement Operating Agreement (248K) Doc #260188: Click preview link for longer preview. TABLE OF CONTENTS Page ---- 1 DEFINITIONS..............................................................................................1 2 FORMATION OF COMPANY....................................................................................13 2.1 Formation...... . . . 260188	Wellsford Wellsford Real Properties Inc. ( Real Estate ) As referenced in this Operating Agreement: Wellsford Real Properties, – be amended. (oooo) "Total Budgeted Development Costs" means the Total Development Costs as shown on the Final Project Budget. (pppp) "WRP" shall mean Wellsford Real Properties, Inc., a Delaware corporation. (qqqq) "WPHC" means Wellsford Park Highlands Corp., a Colorado corporation. 2 FORMATION OF COMPANY 2.1 FORMATION. On _____________ Wellsford Real Properties, – in this Agreement or such other address of which such Person has notified the Company and all of the Members. WPHC: c/o Wellsford Real Properties, Inc. 1623 Blake Street, Suite 270 Denver, Colorado 80202 Attention: David M. Strong Facsimile No. (303) 534-4398 with copies to: Lynda _____________ WELLSFORD REAL PROPERTIES, – my hand and official seal. My commission expires: September 6,2002 /s/ Susan M. Messenger ------------------------------------------ Notary Public {PAGE} GUARANTY By its execution hereof, WELLSFORD REAL PROPERTIES, INC., a Colorado corporation ("WRP"), hereby guarantees to Al Feld ("Feld") that Wellsford Park Highlands Corp., a Colorado corporation, shall timely and _____________ WELLSFORD REAL PROPERTIES, – shall be governed by and construed in accordance with the laws of the State of Colorado. {PAGE} EXECUTED as of January 5, 1999. WELLSFORD REAL PROPERTIES, INC., a Delaware corporation By: /s/ David M. Strong ------------------------------- David M. Strong, Vice President STATE OF COLORADO ) ) ss. CITY AND COUNTY OF _____________ Wellsford Real Properties, – OF DENVER ) The foregoing guaranty was acknowledged before me this 21st day of January, 2000, by David M. Strong, as Vice President of Wellsford Real Properties, Inc., a Delaware corporation. WITNESS my hand and official seal. My commission expires: September 6, 2002 /s/ Susan M. Messenger ------------------------------------------ Notary Public { _____________ dt 134103
$68	Preview Full Doc	2002	Operating Agreement [Amended and Restated] Operating Agreement [Amended and Restated] (285K) Doc #261306: Click preview link for longer preview. AMENDED AND RESTATED OPERATING AGREEMENT OF 919 JV LLC By and Between Metropolitan Operating Partnership, L.P., Metropolitan 919 Manager LLC and New York State Teachers' Retirement System Dated as of December 21, 2001 {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS Page {S} {C} ARTICLE I DEFINITIONS...........................................................................2 ARTICLE II FILING; NAME; PLACE OF BUSINESS......................................................20 2.01 Filing.................................................................................20 2.02 Name of LLC............................................................................20 2.03 Place of Business......................................................................20 2.04 Registered Office and Registered Agent.................................................20 ARTICLE III PURPOSES, POWERS AND TERM OF LLC....................................................20 3.01 Purposes...............................................................................20 3.02 Powers.................................................................................20 3.03 Term of LLC............................................................................21 ARTICLE IV APPORTIONMENTS.......................................................................21 4.01 Apportionments.........................................................................21 ARTICLE V CAPITAL...............................................................................24 5.01 Deemed Capital Contributions...........................................................24 5.02 Additional Contributions; Shortfall Loans..............................................24 5.03 Liability of Members...................................................................26 5.04 Return of Capital......................................................................26 ARTICLE VI ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS.......................................26 6.01 Capital Accounts.......................................................................26 6.02 Allocation of Net Income or Net Loss...................................................27 6.03 Special Allocations....................................................................28 6.04 Tax Allocations; Allocation of Income and Loss.........................................28 6.05 Distributions of Net Ordinary Cash Flow and Net Extraordinary Cash Flow................29 6.06 Compliance with the Fractions Rule.....................................................31 6.07 Withholding Taxes......................................................................31 ARTICLE VII MANAGEMENT...........................................................................31 7.01 Managing Member........................................................................31 {PAGE} 7.02 Management Committee...................................................................34 7.0