Extract to table

Briarwood individually — will serve as the guarantor on the non-recourse carveout guaranty required by the senior lender, a responsibility that creates meaningful personal exposure and that, as we discuss further below, must be carefully addressed in the joint venture documentation

The preferred return is "cumulative," meaning that if distributable cash flow in any given period is insufficient to pay the full preferred return, the unpaid amount accrues and must be satisfied in full before any distributions are made under Tiers 3, 4, or 5

After all Members have achieved a 12% internal rate of return ("IRR") on their aggregate equity contributions (measured on the basis of actual dates of capital contributions and distributions using XIRR methodology), all subsequent distributable cash flow and capital event proceeds shall be distributed 80% to all Members pro rata in proportion to their Percentage Interests and 20% to Briarwood as a Managing Member promote distribution

After all Members have achieved an 18% IRR on their aggregate equity contributions (calculated using the same XIRR methodology), all subsequent distributable cash flow and capital event proceeds shall be distributed 70% to all Members pro rata in proportion to their Percentage Interests and 30% to Briarwood as a Managing Member promote distribution

Because Briarwood holds exactly 50% of the Percentage Interests, it cannot approve the budget unilaterally — it must secure the concurrence of at least one co-investor

We recommend holding at $500,000 as the minimum threshold for a Major Decision capital call, noting that any capital call within the threshold still requires Managing Member authorization and must be for property-related purposes