Common use of Preferred Return Clause in Contracts

Preferred Return. Holders shall be entitled to receive, with respect to each of their Class P Units, distributions payable quarterly in arrears, accruing daily from the date such Unit is issued, on the basis of a 360-day year composed of twelve 30-day months, on a cumulative basis at the Applicable Distribution Rate on the sum of (i) the Preferred Base Amount of such Class P Unit and (ii) the aggregate accrued distributions at the Applicable Distribution Rate (the “Preferred Return”) that have compounded on such Class P Unit but remain unpaid at the beginning of the relevant Preferred Return Period (whether or not declared by the Board) (such compounded and unpaid amount, the “Compounded Return”). If the Preferred Base Amount or the Compounded Return is reduced by any redemption or repurchase of a Class P Unit pursuant to Section 4 or Section 5 or pursuant to an RP Election (collectively, “Prior Preferred Redemptions”) made between Distribution Payment Dates, from such date of payment the Preferred Return shall accrue at the Applicable Distribution Rate on the basis of such reduced sum of the Preferred Base Amount and Compounded Return. The Preferred Return shall be payable quarterly in arrears on each Distribution Payment Date. If any scheduled Distribution Payment Date for Preferred Return falls on a date that is not a Business Day, the payment due on such date shall be postponed until the next succeeding Business Day, and no additional amount shall accrue as a result of such postponement if payment is made on such date. Distributions shall be payable to Holders of record of Class P Units as they appear on Schedule C to the LLC Agreement at 5:00 p.m., Las Vegas time, on the applicable record date, which shall be the Business Day immediately preceding the applicable Distribution Payment Date. The Preferred Return on a Class P Unit for any Preferred Return Period shall accrue and be payable in kind by adding to the then-existing Class P Unit Liquidation Preference of such Class P Unit an amount equal to the amount of such Preferred Return (but only to the extent such Preferred Return in respect of such Class P Unit has not previously been paid, including pursuant to an RP Election or Section 4.03(b), Section 4.03(c), Section 4.03(d) or Section 10.02 of the LLC Agreement). Notwithstanding anything to the contrary in this Annex A or the LLC Agreement (but without prejudice to the assumption stated in the final sentence of the definition of Applicable Premium), any payments in respect of the Preferred Return, Preferred Discount and Compounded Return (including determinations of amounts that would be payable in respect of Preferred Return, Preferred Discount and Compounded Return that is accrued and otherwise payable upon redemption or repurchase of a Class P Unit, an RP Election or the Liquidation) will be subject to the Gross Income Principle.

Preferred Return. Holders The Company’s books and records shall be entitled maintained to receive, with respect to each of their Class P Units, distributions payable quarterly in arrears, accruing daily from reflect the date such Unit is issued, on the basis of a 360-day year composed of twelve 30-day months, on a cumulative basis at the Applicable Distribution Rate on the sum of following preferred return accounts: (i) the Preferred Base Amount of such Class P Unit and A preferred return (ii) the aggregate accrued distributions at the Applicable Distribution Rate (the “Senior Capital Preferred Return”) that have account shall be maintained for each Member calculated at […***…] per annum, compounded monthly (the “Senior Capital Preferred Return Rate”), on the portion of such Class P Unit but remain unpaid Member’s Unrecovered Capital Account attributable to such Member’s Senior Capital contributions outstanding from time to time. 5 (ii) A preferred return (“Base Capital Preferred Return”) account shall be maintained for each Member calculated at the beginning greater of […***…] per annum or four (4) percentage points in excess of the relevant Prime Rate (as it may be adjusted from time to time), compounded monthly (the “Base Capital Preferred Return Period Rate”), on the balance of such Member’s Unrecovered Capital Account (whether or which is not declared by Senior Capital) outstanding from time to time; provided, however, from and after the Board) (such compounded and unpaid amountoccurrence of a monetary Event of Default, the Base Preferred Return Rate with respect to the non-defaulting Member shall be increased to […***…] per annum, compounded monthly. (iii) For purposes of this Agreement, unless otherwise specified, the term “Compounded Preferred Return”)” shall include the Senior Capital Preferred Return and the Base Capital Preferred Return. If Each Preferred Return account shall be decreased to the extent that such Member has received distributions from the Company in reduction of such Preferred Base Amount or Return account as set forth in this Agreement. For purposes of calculating Preferred Return and to account for the Compounded Return is reduced compounding aspect of same, a Member’s Unrecovered Capital Account shall be deemed to have increased by any redemption or repurchase of a Class P Unit pursuant to Section 4 or Section 5 or pursuant to an RP Election (collectively, “Prior Preferred Redemptions”) made between Distribution Payment Dates, from such date of payment the Preferred Return accrued and unpaid from the prior month and such increase shall accrue at the Applicable Distribution Rate occur on the basis first (1st) of such reduced sum each calendar month; it being understood and agreed that accrued and unpaid Preferred Return is not added to a Member’s Unrecovered Capital Account for any reason other than to compute the compounding aspect of the Preferred Base Amount and Compounded Return. The Preferred Return account shall be payable quarterly in arrears on each Distribution Payment Date. If any scheduled Distribution Payment Date for Preferred Return falls on a date that is not a Business Day, the payment due on such date shall be postponed until the next succeeding Business Day, and no additional amount shall accrue as a result of such postponement if payment is made on such date. Distributions shall be payable to Holders of record of Class P Units as they appear on Schedule C to the LLC Agreement at 5:00 p.m., Las Vegas time, on the applicable record date, which shall be the Business Day immediately preceding the applicable Distribution Payment Date. The Preferred Return on a Class P Unit for any Preferred Return Period shall accrue and be payable in kind by adding to the then-existing Class P Unit Liquidation Preference of such Class P Unit an amount equal to the amount of such Preferred Return (but only decreased to the extent that such Member has received distributions from the Company in reduction of its Preferred Return in respect of such Class P Unit has not previously been paid, including pursuant to an RP Election or Section 4.03(b), Section 4.03(c), Section 4.03(d) or Section 10.02 of the LLC Agreement). Notwithstanding anything to the contrary as set forth in this Annex A Agreement. For purposes of this Agreement, “Prime Rate” means the prime or reference rate of interest charged by Bank of America, NT & SA, a national banking institution, on loans making reference to such rate as set forth on the LLC Agreement (but without prejudice first business day of each month. If Bank of America ceases to publish its prime or reference rate of interest, the assumption stated in Members shall select an alternate published rate that most closely approximates the final sentence of the definition of Applicable Premium), any payments in respect of the Preferred Return, Preferred Discount and Compounded Return (including determinations of amounts that would be payable in respect of Preferred Return, Preferred Discount and Compounded Return that is accrued and otherwise payable upon redemption prime or repurchase of a Class P Unit, an RP Election or the Liquidation) will be subject to the Gross Income Principlereference rate previously utilized.

Preferred Return. Holders Distributions on the Preferred Equity Investment shall be entitled to receive, with respect to each of their Class P Units, distributions payable quarterly paid in arrears, accruing daily from arrears and shall be calculated based on the date such Unit is issued, Preferred Return and on the basis of a fraction, the denominator of which shall be three hundred sixty (360-day year composed ) and the numerator of twelve 30-day months, on a cumulative basis at which shall be the Applicable Distribution Rate actual number of days elapsed during the period beginning on the sum of first (i1st) the Preferred Base Amount of such Class P Unit and (ii) the aggregate accrued distributions at the Applicable Distribution Rate (the “Preferred Return”) that have compounded on such Class P Unit but remain unpaid at the beginning day of the relevant Preferred Return Period (whether or not declared by prior month and ending on the Board) last day of the prior month, in each case without adjustment for any Business Day convention (such compounded and unpaid amountperiod, the “Compounded ReturnDistribution Period”), except that Distributions for a period less than a full month shall be calculated by multiplying the actual number of days elapsed in such period by a daily rate based on said three hundred sixty (360) day year; provided, that the first Distribution Period shall commence on the Closing Date. If the Preferred Base Amount or the Compounded Return is reduced by any redemption or repurchase of a Class P Unit pursuant to Section 4 or Section 5 or pursuant to an RP Election (collectively, “Prior Preferred Redemptions”) made between Distribution Payment Dates, from such date of payment the Capitalized Preferred Return shall accrue at the Applicable Distribution Rate on the basis of such reduced sum Preferred Equity Investment from and after the Closing Date and shall accumulate, compound monthly and be added to the Preferred Equity Investment as of the last day of the Distribution Period in which it accrues, and shall thereafter accrue the Preferred Base Amount Return that accrues on Preferred Equity Investment and Compounded shall no longer constitute Preferred Return. The Current Preferred Return shall accrue on the Preferred Equity Investment from and after the Closing Date and shall be payable quarterly in arrears paid on each Distribution Payment Date. If any scheduled Distribution Payment Date for To the extent the Current Preferred Return falls on a date that is not a Business Day, distributed in full to Preferred Member in any month by the payment due on such date shall be postponed until the next succeeding Business Day, and no additional amount shall accrue as a result of such postponement if payment is made on such date. Distributions shall be payable to Holders of record of Class P Units as they appear on Schedule C to the LLC Agreement at 5:00 p.m., Las Vegas time, on the applicable record date, which shall be the fifth (5th) Business Day immediately preceding after the applicable Distribution Payment Date. The , such failure to distribute the Current Preferred Return on shall constitute a Class P Unit for Trigger Event hereunder and any portion of the Current Preferred Return Period which remains unsatisfied shall accrue and be payable in kind by adding added to the then-existing Class P Unit Liquidation Preference Preferred Equity Investment as of such Class P Unit an amount equal to the amount last day of such the Distribution Period in which it accrues, and shall thereafter constitute Capitalized Preferred Return (but only to the extent such Preferred Return in respect for all purposes of such Class P Unit has not previously been paid, including pursuant to an RP Election or Section 4.03(b), Section 4.03(c), Section 4.03(d) or Section 10.02 of the LLC this Agreement). Notwithstanding anything to the contrary in this Annex A or the LLC Agreement (but without prejudice to the assumption stated in the final sentence of the definition of Applicable Premium), any payments in respect of the Preferred Return, Preferred Discount and Compounded Return (including determinations of amounts that would be payable in respect of Preferred Return, Preferred Discount and Compounded Return that is accrued and otherwise payable upon redemption or repurchase of a Class P Unit, an RP Election or the Liquidation) will be subject to the Gross Income Principle.