All Other Transactions. For all other transactions with Other Customers, KL will adhere to the following allocation procedures when allocating land banking opportunities between Millrose and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts during ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts’ investment periods: 4.1. The initial step in the allocation of an investment opportunity is KL’s determination as to whether ▇▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account is most appropriate for the opportunity based on an evaluation of various factors (the “Allocation Considerations”), including but not limited to: a. The size, nature and type of the opportunity (including the risk and return profiles of the land parcels, expected holding period and other attributes); b. The requirements of the investment guidelines of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts and ▇▇▇▇▇▇▇▇; c. Principles of diversification of assets; d. Expected future capacity of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts and Millrose; e. Available Capital (including for pipeline, follow-on and other opportunities); f. Follow-on nature of the transaction; and g. Other portfolio management considerations reasonably deemed relevant by KL (including, among others, legal, regulatory, tax, structuring, compliance, investment-specific, timing and similar considerations). 4.2. With regard to an investment that is deemed appropriate for Millrose and not a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account after evaluation of the Allocation Considerations, the investment will be allocated to Millrose. 4.3. With regard to investments that are deemed appropriate for both Millrose and a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account after evaluation of the Allocation Considerations, the investment will be allocated to Millrose and a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account on a rotation basis (the “Rotation Allocation”). The Rotation Allocation will begin with ▇▇▇▇▇▇▇▇, then the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account and alternate thereafter, subject to Section 4.8. 4.4. If there is more than one investment opportunity to be allocated at a given time, the order of the Rotation Allocation will be based on the date the investment opportunities were first presented to the KL Investment Committee, with the oldest investment being allocated first. 4.5. If Millrose chooses not to pursue an investment opportunity allocated pursuant to the Rotation Allocation procedure because it either doesn’t have Available Capital or because that investment opportunity is not appropriate because it doesn’t satisfy the Allocation Considerations, KL will allocate the investment opportunity to a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account. 4.6. If a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account chooses not to pursue an investment opportunity allocated pursuant to the Rotation Allocation procedure for any reason, KL will allocate the investment opportunity to Millrose or, as the case may be, attempt to renegotiate the terms of such investment opportunity so that it may be suitable for Millrose, assuming Millrose has Available Capital. 4.7. No Overflow Fund will be part of the Rotation Allocation and no such fund will be provided a land banking opportunity by KL except as follows: a. If neither Millrose nor a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account has sufficient Available Capital for a land banking opportunity at the applicable time, then such opportunity may be allocated to an Overflow Fund at the discretion of KL; and b. With the approval of the Board of Directors of Millrose, an Overflow Fund may be recategorized so that it is part of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account and is eligible for the Rotation Allocation. 4.8. Following the completion of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts’ investment period, the Rotation Allocation will terminate and KL will allocate each land banking opportunity solely to Millrose, provided that Millrose has Available Capital, subject to a Non-Millrose Deal.
Appears in 2 contracts
Sources: Management Agreement (Millrose Properties, Inc.), Management Agreement (Millrose Properties, Inc.)
All Other Transactions. For all other transactions with Other Customers, KL will adhere to the following allocation procedures when allocating land banking opportunities between Millrose and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts during ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts’ investment periods:
4.1. The initial step in the allocation of an investment opportunity is KL’s determination as to whether ▇▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account is most appropriate for the opportunity based on an evaluation of various factors (the “Allocation Considerations”), including but not limited to:
a. The size, nature and type of the opportunity (including the risk and return profiles of the land parcels, expected holding period and other attributes);
b. The requirements of the investment guidelines of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts and ▇▇▇▇▇▇▇▇;
c. Principles of diversification of assets;
d. Expected future capacity of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts and Millrose;
e. Available Capital (including for pipeline, follow-on and other opportunities);
f. Follow-on nature of the transaction; and
g. Other portfolio management considerations reasonably deemed relevant by KL (including, among others, legal, regulatory, tax, structuring, compliance, investment-specific, timing and similar considerations).
4.2. With regard to an investment that is deemed appropriate for Millrose and not a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account after evaluation of the Allocation Considerations, the investment will be allocated to Millrose.
4.3. With regard to investments that are deemed appropriate for both Millrose and a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account after evaluation of the Allocation Considerations, the investment will be allocated to Millrose and a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account on a rotation basis (the “Rotation Allocation”). The Rotation Allocation will begin with ▇▇▇▇▇▇▇▇, then the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account and alternate thereafter, subject to Section 4.8.
4.4. If there is more than one investment opportunity to be allocated at a given time, the order of the Rotation Allocation will be based on the date the investment opportunities were first presented to the KL Investment Committee, with the oldest investment being allocated first.
4.5. If Millrose chooses not to pursue an investment opportunity allocated pursuant to the Rotation Allocation procedure because it either doesn’t have Available Capital or because that investment opportunity is not appropriate because it doesn’t satisfy the Allocation Considerations, KL will allocate the investment opportunity to a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account.
4.6. If a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account chooses not to pursue an investment opportunity allocated pursuant to the Rotation Allocation procedure for any reason, KL will allocate the investment opportunity to Millrose or, as the case may be, attempt to renegotiate the terms of such investment opportunity so that it may be suitable for Millrose, assuming Millrose has Available Capital.
4.7. No Overflow Fund will be part of the Rotation Allocation and no such fund will be provided a land banking opportunity by KL except as follows:
a. If neither Millrose nor a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account has sufficient Available Capital for a land banking opportunity or if ▇▇▇▇▇▇▇ ▇▇▇▇▇ is providing land banking services to a third party as an Overflow Fund at the applicable time, then such opportunity may be allocated to an Overflow Fund at the discretion of KL; and
b. With the approval of the Board of Directors of Millrose, an Overflow Fund may be recategorized so that it is part of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account and is eligible for the Rotation Allocation.
4.8. Following the completion of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts’ investment period, the Rotation Allocation will terminate and KL will allocate each land banking opportunity solely to Millrose, provided that Millrose has Available Capital, subject to a Non-Millrose Deal.
Appears in 2 contracts
Sources: Management Agreement (Millrose Properties, Inc.), Management Agreement (Millrose Properties, Inc.)
All Other Transactions. For all other transactions with Other Customers, KL will adhere to the following allocation procedures when allocating land banking opportunities between Millrose and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts during ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts’ investment periods:
4.1. The initial step in the allocation of an investment opportunity is KL’s determination as to whether ▇▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account is most appropriate for the opportunity based on an evaluation of various factors (the “Allocation Considerations”), including but not limited to:
a. The size, nature and type of the opportunity (including the risk and return profiles of the land parcels, expected holding period and other attributes);
b. The requirements of the investment guidelines of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts and ▇▇▇▇▇▇▇▇;
c. Principles of diversification of assets;
d. Expected future capacity of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts and Millrose;
e. Available Capital (including for pipeline, follow-on and other opportunities);
f. Follow-on nature of the transaction; and
g. Other portfolio management considerations reasonably deemed relevant by KL (including, among others, legal, regulatory, tax, structuring, compliance, investment-specific, timing and similar considerations).
4.2. With regard to an investment that is deemed appropriate for Millrose and not a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account after evaluation of the Allocation Considerations, the investment will be allocated to Millrose.
4.3. With regard to investments that are deemed appropriate for both Millrose and a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account after evaluation of the Allocation Considerations, the investment will be allocated to Millrose and a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account on a rotation basis (the “Rotation Allocation”). The Rotation Allocation will begin with ▇▇▇▇▇▇▇▇, then the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account and alternate thereafter, subject to Section 4.8.
4.4. If there is more than one investment opportunity to be allocated at a given time, the order of the Rotation Allocation will be based on the date the investment opportunities were first presented to the KL Investment Committee, with the oldest investment being allocated first.
4.5. If Millrose chooses not to pursue an investment opportunity allocated pursuant to the Rotation Allocation procedure because it either doesn’t have Available Capital or because that investment opportunity is not appropriate because it doesn’t satisfy the Allocation Considerations, KL will allocate the investment opportunity to a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account.
4.6. If a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account chooses not to pursue an investment opportunity allocated pursuant to the Rotation Allocation procedure for any reason, KL will allocate the investment opportunity to Millrose or, as the case may be, attempt to renegotiate the terms of such investment opportunity so that it may be suitable for Millrose, assuming Millrose has Available Capital.
4.7. No Overflow Fund will be part of the Rotation Allocation and no such fund will be provided a land banking opportunity by KL except as follows:
a. If neither Millrose nor a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account has sufficient Available Capital for a land banking opportunity at the applicable timeopportunity, then such opportunity may be allocated to an Overflow Fund at the discretion of KL; and
b. With the approval of the Board of Directors of Millrose, an Overflow Fund may be recategorized so that it is part of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Account and is eligible for the Rotation Allocation.
4.8. Following the completion of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Priority Accounts’ investment period, the Rotation Allocation will terminate and KL will allocate each land banking opportunity solely to Millrose, provided that Millrose has Available Capital, subject . If Millrose does not have Available Capital then KL may allocate such land banking opportunity to a Non-Millrose Dealan Overflow Fund.
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