Applications and Distributions. (a) Distributions of Available Cash (subject to all restrictions contained in the definition of such term) for each quarter shall be made to the Partners by the Administering General Partner on behalf of the Partnership in accordance with Section 8.1(b) within 60 days after the end of such quarter of each Fiscal Year.
(b) Available Cash shall be distributed to the Partners in the following order of priority (and the calculations described in the following clauses shall be made as of the date of each distribution, on a cumulative basis), subject to the other terms of this Article 8 and the terms of Section 6.3:
(1) First, to the Class A Preferred Limited Partners, PRO RATA in accordance with their respective Class A Preferred Percentage Interests, until each of the Class A Preferred Limited Partners has received a cumulative, compounded quarterly to the extent not paid on a quarterly basis, return of 7.5% per annum on the amount of such Class A Preferred Limited Partner's Capital Contribution taking into account the amount and timing of all prior distributions under this Section 8.1(b)
(1) (any shortfall in the full payment of such return, from time to time, being referred to in this Agreement as an unpaid and accrued distribution in respect of the Class A Preferred Units).
(2) Second, to holders of Class C Preferred Units (PRO RATA in proportion to the amount of any accrued and unpaid return owing with respect to the Class C Preferred Units held by each such Partner) until each of such Partners has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(2) and of all prior Capital Contributions made pursuant to Sections 6.1 and 6.2 (to the extent made in respect of Class C Preferred Units) by such Partner, a Rate of Return on the aggregate Capital Contributions made by it in respect of the Class C Preferred Units equal to twelve percent (12%).
(3) Third, to the holders of Class B Units and Class D Units on a pari passu basis (PRO RATA in proportion to the amount of any accrued and unpaid return owing with respect to the Class B Units and Class D Units held by each such Partner) until each such Partner has received, taking into account the amount and timing of all prior distributions under this Section 8.1(b)(3) and of all prior Capital Contributions made in respect of such Class B Units or Class D Units, as applicable, pursuant to Section 6.1 by such Partner, a Rate of Return on the aggregate Capital Contrib...
Applications and Distributions. With respect to the Series 2010-3 Note, the following shall apply:
Section 7.1. Allocations with Respect to the Series 2010-3 Note. The net proceeds from the initial sale of the Series 2010-3 Note were deposited into the Series 2010-3 Collection Account. On each Business Day on which the proceeds of the initial sale of the Series 2010-3 Note or any Series 2010-3 Collections are deposited into the Series 2010-3 Collection Account (each such date, a “Series 2010-3 Deposit Date”), the Series 2010-3 Administrator shall direct the Trustee in writing to apply all amounts deposited into the Series 2010-3 Collection Account in accordance with the provisions of this Article VII.
Applications and Distributions. 20
Section 7.1. Allocations with Respect to the Series 2013-G1 Note. The net proceeds from the initial sale of the Series 2013-G1 Note shall be deposited into the Series 2013-G1 Collection Account. On each Business Day on which the proceeds of the initial sale of the Series 2013-G1 Note, the proceeds of any Advance or any Series 2013-G1 Collections are deposited into the Series 2013-G1 Collection Account (each such date, a “Series 2013-G1 Deposit Date”), the Series 2013-G1 Administrator shall direct the Trustee in writing to apply all amounts deposited into the Series 2013-G1 Collection Account in accordance with the provisions of this Article VII.
Applications and Distributions. (a) The Company will distribute Available Cash for each Fiscal Year (other than the Fiscal Year in which the Company liquidates) in accordance with Section 10.1(b), (c), (d) or (e), as applicable; provided that the Manager may reserve amounts for potential or pending litigation and other actual or potential liabilities in such amounts and for such period of time (not to exceed five (5) years from the final sale of Interests) as the Manager deems appropriate. Subject to this Section 10.1(a), the Company will make any such distributions to the Members in accordance with Section 10.1(b), (c), (d) or (e), as applicable. In applying the terms of Sections 10.1(b) and (c), (i) until a particular priority has been satisfied in full, no amounts will be distributable under any junior priority, (ii) the Members identified at each level of priority shall receive distributions at the same time without preference or priority of one Member over another until all Members at that level have received the full amount to which they are entitled and before any distributions are made or paid to any Members for amounts in a lower level of priority and (iii) all amounts distributable under a particular priority will be prorated among the Members in the manner specified within the priority, and the method of proration applied to each dollar distributable in that priority will be the same until that priority is satisfied in full.
(b) Except as otherwise provided in Section 9.2(h), Available Cash with respect to any Fiscal Quarter during the Class B Initial Distribution Period will be distributed on each Distribution Date in accordance with the following order of priorities:
i) First, in the event that as of any Distribution Date there is a Class A Distribution Deficiency greater than $350,000, 100% to Member A until the Class A Distribution Deficiency is $350,000 or less;
Applications and Distributions. (a) Distributions shall be made by the Manager to the Members of all or a portion of Available Cash as determined by the Management Committee (such amount, the "Distribution Amount") in accordance with Section 7.1(b) through (g) within thirty (30) days after the end of each quarter of each
Applications and Distributions. (a) Distributions shall be made by the Manager to the Members of all or a portion of Available Cash as determined by the Management Committee (such amount, the "Distribution Amount") in accordance with Section 7.1(b) and (c) within thirty (30) days after the end of each quarter of each Fiscal Year. The Members acknowledge and agree that the Company shall make distributions to the Members in an amount at least sufficient to provide WCPT the amount that WCPT would be required to distribute to its shareholders, on account of taxable income of the Company allocable to WCPT, so that WCPT is able to satisfy the distribution requirements of a real estate investment trust with respect to such taxable income.
(b) An amount equal to the combined Percentage Interest of Whitehall and WCPT multiplied by the Distribution Amount shall be distributed as follows:
(i) First, to WCPT and Whitehall pro rata (in proportion to the unreturned Capital Contributions of such Members) until each of WCPT and Whitehall shall have received the full amount of all Capital Contributions made by such Member through the date of distribution;
(ii) Second, to WCPT and Whitehall pro rata (in proportion to their relative Percentage Interests) until each of WCPT and Whitehall shall have received, taking into account the timing and amount of all prior contributions and distributions (other than the Promote), an Internal Rate of Return equal to 17.5% per annum;
(iii) Third, (x) 82.5% to WCPT and Whitehall pro rata (in proportion to their relative Percentage Interests) and (y) 17.5% to the Manager until WCPT and Whitehall shall have received, taking into account the timing and amount of all prior contributions and distributions (other than the Promote), an Internal Rate of Return equal to 22.5% per annum; and
(iv) Thereafter, (x) 77.5% to WCPT and Whitehall pro rata (in proportion to their relative Percentage Interests) and (y) 22.5% to the Manager.
(c) An amount equal to the Percentage Interest of each New Member multiplied by the Distribution Amount shall be distributed as follows:
(i) First, to such New Member until such New Member shall have received the full amount of all Capital Contributions made by such New Member through the date of distribution;
(ii) Second, to such New Member until such New Member shall have received, taking into account the timing and amount of all prior contributions and distributions, an Internal Rate of Return equal to a percentage to be approved by the Management Co...
Applications and Distributions. 41 ARTICLE 9.
Applications and Distributions. (a) Distributions of Available Cash Flow and Available Capital Event Proceeds shall be made to the Members by Whitehall Street on behalf of the Company in accordance with Section 8.1(b) and Section 8.1(c) within sixty (60) days after the end of each quarter of each Fiscal Year, subject to the terms of any indebtedness of the Company to the contrary. Excluding the payments set forth in Sections 8.1(b)(i) and 8.1(c)(i) which such payments shall have priority over the items listed in Sections 8.1(a)(i), (ii), (iii), (iv), (v) and (vi) (“Priority Cash Flow Payments”), no distributions of Available Cash Flow or Available Capital Event Proceeds will be made to any Member until all of the following have occurred:
(i) first, accrued and unpaid interest on the Property Debt has been paid in full;
(ii) second, when the amounts described in clause (i) above are paid in full, (i) any and all outstanding principal on the Property Debt that is due and payable has been paid in full or (ii), if a Capital Event has occurred, the outstanding principal balance of the Property Debt has been paid in full to the extent required by the terms of the Property Debt;
(iii) third, when the amounts described in clause (ii) above are paid in full, all other expenses of the Company that are due and payable (whether capital or operating) have been paid in full;
(iv) fourth, when the amounts described in clause (iii) above are paid in full, any amounts required by the Management Agreement or any loan agreement to be deposited in a FF&E reserve have been funded;
(v) fifth, when the amounts described in clause (iv) above are paid in full all Company Loans and all interest accrued thereon have been repaid in full; and
(vi) sixth, when the amounts described in clause (v) above are paid in full, an amount equal to the MLPC Capital Preferred Return shall be paid to MLPC quarterly, beginning on the first Quarterly Payment Date after the Effective Date. In the case of clause (v), if there shall be more than one Company Loan outstanding, the Company shall pay the Capital Member with Company Loans outstanding pro rata in proportion to the relative principal amounts of Company Loans (including accrued and unpaid interest) that each such Member has outstanding as a percentage of total outstanding Company Loans made by all Members (first the Company shall pay any accrued interest (at the Default Rate) and then shall pay the principal amount thereof, until all such Members have received the full amount...
Applications and Distributions. OF AVAILABLE CASH -----------------
7.1. Applications and Distributions........................................64 7.2. Restoration of Excess Distributions...................................71 7.3. Liquidation...........................................................71 7.4. Repayment of Member Loans.............................................71 7.5. Revisions to Reflect Issuance of Additional Membership Interests...
Applications and Distributions. (a-1) Distributions shall be made by the Manager to the Members of all or a portion of Available Cash as determined by the Management Committee (such amount, the "Distribution Amount") in accordance with Section 7.1(a-2), (b) and (c) within thirty (30) days after the end of each quarter of each Fiscal Year. The Members acknowledge and agree, notwithstanding anything in this Agreement to the contrary, that the Company shall make distributions to the Members in an amount at least sufficient to pay the amounts to Saracen set forth in Section 7.1(a-2)(i) below and to provide WCPT the amount that WCPT would be required to distribute to its shareholders, on account of taxable income of the Company allocable to WCPT, so that WCPT is able to satisfy the distribution requirements of a real estate investment trust with respect to such taxable income.
(a-2) The Distribution Amount and the Capital Proceeds Distribution Amount, if any, shall be distributed as follows:
(i) First, in an aggregate amount equal to the sum of (A) the Unpaid Preferred Distribution, if any, plus (B) the Preferred Distribution Amount, pro rata to each Saracen Member, in proportion to its relative Series A Preferred Percentage Interests;
(ii) Second, in an aggregate amount equal to the Common Distribution Amount, pro rata, (A) to each Saracen Member, an amount equal to each Saracen Member's Percentage Interest multiplied by the Common Distribution Amount and (B) to Whitehall and WCPT an amount equal to their combined Percentage Interests multiplied by the Common Distribution Amount, which amount shall be distributed to Whitehall and WCPT in accordance with Section 7.1(b).
