Common use of RENTAL POOL Clause in Contracts

RENTAL POOL. Starwood desires to acquire the benefits and burdens of certain Property that Starwood desires and intends to convert to or hold for rental property purposes. Notwithstanding anything herein to the contrary, Starwood shall have the exclusive right, exercisable in its sole and absolute discretion at or before the closing of the Partnership’s purchase of a pool of Loans and REO, to designate any of the REO and Loans being purchased by the Partnership as property that shall be converted to or held for rental property purposes (all such designated Loans and REO, collectively, the “Rental Pool”, and individually, a “Rental Pool Asset”), provided Starwood delivers written notice to the other Partners of each such designation at or before such closing. In connection with the closing of the Initial Acquisition, the initial Rental Pool and list of designated Rental Pool Assets (with the BPO for each such asset) is set forth on Exhibit E attached hereto and made a part hereof. Each designation of a Loan or REO as a Rental Pool Asset shall be irrevocable and may not thereafter be changed by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners agree that with respect to any Rental Pool Asset: JVP and the General Partner will not participate in the profits or losses of such Rental Pool Asset; all of the profits or losses from such Rental Pool Asset will be allocated to Starwood only; all of the economic benefits and all direct and or allocable share of all indirect costs attributable to such Rental Pool Asset will be for Starwood’s account (including all Rental Pool Expenditures); and all capital requirements for such Rental Pool Asset must be provided by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners further agree that: the capital requirements and profits and losses attributable to the Rental Pool will not be taken into account in determining the profits or losses and Distributions to be allocated or paid to JVP; and Starwood will be solely responsible for the management of the Rental Pool. To carry out the Partners’ intent with respect to this subject, the following provisions apply with respect to the Rental Pool:

RENTAL POOL. Starwood desires to acquire the benefits and burdens of certain Property that Starwood desires and intends to convert to or hold for rental property purposes. Notwithstanding anything herein to the contrary, Starwood shall have the exclusive right, exercisable in its sole and absolute discretion at or before the closing of the Partnership’s purchase of a pool of Loans and REO, to designate any of the REO and Loans being purchased by the Partnership as property that shall is, in good faith, contemplated to be converted to or held for rental property purposes (but without any obligation to do so) (all such designated Loans and REO, collectively, the “Rental Pool”, and individually, a “Rental Pool Asset”), provided Starwood delivers written notice to the other Partners of each such designation at or before such closing. In connection , or after such closing with the closing consent of the Initial Acquisition, the initial Rental Pool and list of designated Rental Pool Assets (with the BPO for each such asset) is set forth on Exhibit E attached hereto and made a part hereofJVP. Each designation of a Loan or REO as a Rental Pool Asset shall be irrevocable and may not thereafter be changed by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners agree that with respect to any Rental Pool Asset: JVP and the General Partner will not participate in the profits or losses of such Rental Pool Asset; all of the profits or losses from such Rental Pool Asset will be allocated to Starwood only; all of the economic benefits and all direct and or allocable share of all indirect costs attributable to such Rental Pool Asset will be for Starwood’s account (including all Rental Pool Expenditures); and all capital requirements for such Rental Pool Asset must be provided by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners further agree that: the capital requirements and profits and losses attributable to the Rental Pool will not be taken into account in determining the profits or losses and Distributions to be allocated or paid to JVP; and Starwood Starwood, subject to subsection (b) below, will be solely responsible for the management of the Rental Pool. To carry out the Partners’ intent with respect to this subject, the following provisions apply with respect to the Rental Pool: