Common use of Adjustments to Distributions Clause in Contracts

Adjustments to Distributions. Notwithstanding anything to the contrary in Section 6.1 hereof: (a) If the General Partner is removed as general partner as a result of any of the events described in clauses (b) or (c) of the definition of “Removal Conduct Event” having occurred, or in accordance with Section 4.6(a) hereof, notwithstanding Section 6.1 hereof the General Partner shall only be entitled to receive fifty percent (50%) of the Transaction Distribution Amount vested as of the date of its removal, and the Class B Limited Partner shall only be entitled to receive fifty percent (50%) of the Carried Interest to be received (if any), in each case, based for valuation purposes on the winding up and liquidation of the assets of the Partnership in accordance with Article 11 hereof as of the date of such Removal Conduct Event, and if such reduced Transaction Distribution Amount and Carried Interest, if any, is distributed in kind, the same shall be held by a trustee in trust for the benefit of the General Partner and the Class B Limited Partner, respectively, until the date which is six (6) months following the date of removal of the General Partner as general partner. (b) On any relevant Distribution Date, the Transaction Distribution Amount and the Carried Interest, if any, shall be paid in cash, to the extent the relevant distribution is in cash, or in kind, to the extent the relevant distribution is in kind. In the event a Partner does not accept the General Partner’s recommendation of sale of its pro rata share of the Investment in accordance with clause (i) of Section 10.8(d) hereof, any Transaction Distribution Amount and Carried Interest with respect to such Partner shall be paid in kind, and such Carried Interest shall be required to be held by the Class B Limited Partner until the earlier of (i) the date that is five (5) years from the date such payment in kind was made, (ii) the date such Partner ceases to be a Partner of the Partnership, (iii) the date none of the General Partner or any of its Affiliates is the general partner of the Partnership, and (iv) the date that is ten years from the Initial Closing Date. (c) If, pursuant to Sections 10.1(c) or 10.8(c) hereof, the Partnership Disposes of a Partner’s pro rata share of the Investment and other assets of the Partnership, but does not Dispose of the entire Investment and other assets of the Partnership, the proceeds of such Disposition shall be apportioned in their entirety to such Partner (and not among all Partners in proportion to their Sharing Percentages as provided in the first paragraph of Section 6.1 hereof). (d) For the avoidance of doubt, if (i) a Partner has Transferred its entire Interest or (ii) a Parnter’s pro rata share of the Investment and other assets of the Partnership have been Disposed of by the Partnership and the Investment Proceeds related thereto have been distributed in accordance with this Article 6, in each case such Partner (but, for greater certainty, not its Transferee in the case of clause (i) above) shall have no further right to any distributions under this Article 6.

Adjustments to Distributions. Notwithstanding anything to the contrary in Section 6.1 hereof: (a) If the General Partner Managing Member is removed as general partner managing member as a result of any of the events described in clauses (b) or (c) of the definition of “Removal Conduct Event” having occurred, or in accordance with Section 4.6(a) hereof, notwithstanding Section 6.1 hereof the General Partner Managing Member shall only be entitled to receive fifty percent (50%) of the Transaction Distribution Amount vested as of the date of its removal, and the Class B Limited Partner Member shall only be entitled to receive fifty percent (50%) of the Carried Interest to be received (if any)received, in each case, based for valuation purposes on the winding up and liquidation of the assets of the Partnership Company in accordance with Article 11 hereof as of the date of such Removal Conduct Event, and if such reduced Transaction Distribution Amount and Carried Interest, if any, is distributed in kind, the same shall be held by a trustee in trust for the benefit of the General Partner Managing Member and the Class B Limited PartnerMember, respectively, until the date which is six (6) months following the date of removal of the General Partner Managing Member as general partnermanaging member. (b) On any relevant Distribution Date, the Transaction Distribution Amount and the Carried Interest, if any, shall be paid in cash, to the extent the relevant distribution is in cash, or in kind, to the extent the relevant distribution is in kind. In the event a Partner Member does not accept the General PartnerManaging Member’s recommendation of sale of its pro rata share of the Investment in accordance with clause (i) of Section 10.8(d) hereof, any Transaction Distribution Amount and Carried Interest with respect to such Partner Member shall be paid in kind, and such Carried Interest shall be required to be held by the Class B Limited Partner Member until the earlier of (i) the date that is five (5) years from the date such payment in kind was made, (ii) the date such Partner Member ceases to be a Partner Member of the PartnershipCompany, (iii) the date none of the General Partner Managing Member or any of its Affiliates is the general partner managing member of the PartnershipCompany, and (iv) the date that is ten years from the Initial Closing Date. (c) If, pursuant to Sections 10.1(c) or 10.8(c) hereof, the Partnership Company Disposes of a PartnerMember’s pro rata share of the Investment and other assets of the PartnershipCompany, but does not Dispose of the entire Investment and other assets of the PartnershipCompany, the proceeds of such Disposition shall be apportioned in their entirety to such Partner Member (and not among all Partners Members in proportion to their Sharing Percentages as provided in the first paragraph of Section 6.1 hereof). (d) For the avoidance of doubt, if (i) a Partner Member has Transferred its entire Interest or (ii) a ParnterMember’s pro rata share of the Investment and other assets of the Partnership Company have been Disposed of by the Partnership Company and the Investment Proceeds related thereto have been distributed in accordance with this Article 6, in each case such Partner Member (but, for greater certainty, not its Transferee in the case of clause (i) above) shall have no further right to any distributions under this Article 6.