Normal Distributions. Except as otherwise hereinafter provided, distributions from a Participant's Deferred Compensation Account shall be made on the first day of the month following such Participant’s Separation from Service on the Board for any reason other than death.

No Distributions. Other than distributions of Additional Advances made with respect to the developer’s fees in accordance with this Agreement, prior to the date after which the Property has achieved a Debt Service Coverage Ratio of not less than 1.20:1.00 for two (2) consecutive calendar quarters, ​ will not make any distributions or other disbursements to its shareholders, partners or members or Persons owned by or related to any of its shareholders, partners or members (including any non-member managers of such Persons).

Notwithstanding anything in this Plan to the contrary,

Hardship Distributions. A Participant may at any time request the Global Compensation Department to accelerate distribution of all or any part of his Account in the case of an “unforeseeable emergency.” With respect to the Grandfathered Benefits, an unforeseeable emergency means an unanticipated emergency that is caused by an event beyond the control of the Participant or beneficiary and that would result in severe financial hardship to the individual if early withdrawal were not permitted. With respect to the portion of a Participant’s Account in excess of the Grandfathered Benefit, an unforeseeable emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or a dependent (as defined in Code section 152, without regard to Code sections 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The amounts distributed with respect to an unforeseeable emergency may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). The Global Compensation Department may request that the Participant provide any information it determines appropriate in connection with such request. The decision of the Global Compensation Department

Other Distributions. Any stock dividends that may be paid with respect to the Shares will be payable in the form of additional shares of Restricted Stock which will be subject to the terms, conditions and restrictions set forth in this Agreement. If any warrants or rights are issued with respect to the Shares and are exercised, the shares issued with respect to such warrants or rights shall also be Restricted Stock subject to the terms, conditions and restrictions set forth in this Agreement. The restrictions on such stock dividends will lapse when the restrictions on the Shares lapse.

Distributions/Dividends. Borrowers will not declare, pay or become obligated to declare or pay any capital, cash or other distributions or dividends on any class of their membership units or capital stock now or hereafter outstanding, make any distribution of capital, cash or property to holders of any membership units or shares of either Borrowers or shares of such stock or membership units, or redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of any class of their capital stock or membership units now, or hereafter outstanding; provided, however; # if and to the extent neither # any Default or Event of Default exists hereunder or under any of the other Loan Documents nor # any Default or Event of Default would be caused by or result from such cash tax distribution ("Permitted Tax Distributions") after providing notice to Bank and providing Bank reasonably detailed calculations of the distribution amount thereof, and # further provided that Borrowers may make distributions from their Free Cash Flow to their respective ​ Interest owners during any fiscal quarter, so long as, both immediately before and after giving effect to such distribution and any borrowings through the date thereof, # no Default, Event of Default or Borrowing Base Deficiency exists or would result therefrom, # the Leverage Ratio for the trailing twelve (12) month period ending on the date of such distribution would not exceed 2.0 to 1.0, # the Current Ratio would not be less than 1.0 to 1.0, and # there would be at least twenty percent (20%) available capacity for borrowing after any such distribution, based upon Bank's most recent redetermination of the Collateral Borrowing Base.

Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and Section 5.2:

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock (provided, that # Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, # Borrower may pay dividends solely in common stock, and # Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year; or # directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

ARTICLE # -- ACCOUNTS 9

Distributions In-Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Section 5.1 and Section 5.2.