(A) Prospective co-owner (or, in the case of a trust, the undersigned trustee) is a bank or savings and loan association as defined in Sections 3 (a)(2) and 3(a)(5)(A), respectively, of the Act acting either in its individual or fiduciary capacity.

(B) Prospective co-owner is an insurance company as defined in Section 2(13) of the Act.

(C) Prospective co-owner is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.

(D) Prospective co-owner is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

(E) Prospective co-owner is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 meets one of the following tests:

(i) Prospective co-owner was not organized for the specific purpose of acquiring the Property, and

(ii) This Agreement has been duly authorized by all necessary action on the part of the prospective co-owner, has been duly executed by an authorized officer or representative of the prospective co-owner, and is a legal, valid, and binding obligation of prospective co-owner enforceable in accordance with its terms.

The Tenancy-In-Common transaction should satisfy a 1031 Tax Deferred Exchange pursuant to the IRS Revenue procedure 2002-22, of March 2002.

Treasury Regulation §1.1031(k)-1(a) defines a deferred exchange as an exchange in which, pursuant to an agreement, the taxpayer transfers property held for productive use in a trade or business or for investment (the "relinquished property") and subsequently receives property to be held either for productive use in a trade or business or for investment (the "replacement property"). View our 1031 Exchange Manual

Most of Upland's Specialty Partners or sellers maintain property management and leasing activities for each asset. If the Specialty Partner is not willing to provide these services, Upland will obtain a qualified, professional property manager and/or leasing agent for the asset.

In most investment opportunities, Upland will set aside a predetermined capital expense reserve that will likely cover unforeseen and predictable expenses such as: vacancies, tenant improvements, and capital improvements or repairs.

Property Equity (cash) and/or Debt, Title Fees, Loan Origination Fees (if any), Appraisals, Closing Costs, Legal Fees, Environmental Reports, Capital Reserves (if any), and other miscellaneous "out of pocket" expenses.

Cash on Cash" return or "yield" is a measurement (expressed in a percentage) of the return on the actual cash invested into an income producing property.

To calculate a "Cash on Cash" return, you divide the before-tax cash flow into the amount of cash invested.

The "Cash on Cash" return or "yield" is used as a benchmark by investors to evaluate the profitability of an income producing property.

The "Cash on Cash" return is not the full investment picture however, since it does not take into consideration fluctuations in NOI, property appreciation, tax depreciation, tax ramifications, potential capital infusions, individual income tax situations and/or estate issues, or reserves.

Investors should review a "Cash on Cash" worksheet in order to assist in the overall evaluation of a property, but should take other pertinent issues into consideration.

For a TIC property the number of investors is limited by law to 35. The actual investors in any given investment will vary from property to property, depending on equity/debt requirements, investment size, risk/reward factors, and the overall market. Our goal is to include the fewest number of investors possible into any TIC property offering. Less investors makes for easier asset management.

A party that enters into a written agreement with the Taxpayer (the Exchange Agreement) and, as required by the Exchange Agreement acquires the relinquished property from the Taxpayer, transfers the relinquished property, acquires the replacement property and transfers the replacement property to the Taxpayer. The term used by the current Treasury Regulations is "Qualified Intermediary." (Other descriptive terms commonly used include: accommodating party, catalyst, conduit, cooperator, facilitator, intermediary, middleman, Starker trustee, or strawperson.)

Fractionalized interest in a Tenants-In-Common (TIC) property can be a good option, since it allows the small to mid-size investor the opportunity to participate in the ownership of commercial-grade blue-chip assets, normally much too large for individual investment. A TIC investment offers the effects of a "triple-net" lease (passivity and security), while (often) allowing a better chance to achieve higher overall returns than smaller, less significant properties. In commercial property investment, bigger usually is better.

The holding period will fluctuate according to the individual property. Each property investment has a "life expectancy" that will vary according to the market, investor appetite, leasing activity, available financing terms, etc. The asset manager will, when compelled, recommend the sale of the asset. All individual fractionalized TIC investors will then have to unanimously agree to the recommended sale. Upland has made predictions as to holding periods for each TIC investment, but cannot set the sale parameters without unanimous consensus. The Co-Tenancy Management Agreement allows for minority or dissenting owners to be bought out at market value..