Common use of Discretionary Distributions Clause in Contracts

Discretionary Distributions. The General Partner, in its reasonable discretion, may authorize distributions by the Partnership as follows; provided, that, with respect to any Fiscal Quarter, no distributions may be made under this Section 4.02 until all distributions due under Section 4.01 with respect to such Fiscal Quarter have been made and any required Guaranteed Series A-0 Payment in respect of such Fiscal Quarter pursuant to Section 4.08 has been paid: (a) first, Pro Rata to the holders of Preferred Series A Subclass 1 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking in to account, without duplication, any amounts paid under Section 4.01) until the cumulative amount of distributions under this Section 4.02(a) and Tax Distributions under Section 4.03 to the holders of Preferred Series A Subclass 1 Unit Accounts are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking into account, without duplication, any amounts paid under Section 4.01); (b) second, Pro Rata to the holders of Class S Preferred Units, up to the sum of the unpaid Total Class S Preferred Return applicable to such Class S Preferred Units, until the cumulative amount of distributions under this Section 4.02(c) and Tax Distributions under Section 4.03 made to the holders of Class S Preferred Units are equal to the unpaid Total Class S Preferred Return; and (c) thereafter, to all holders of Units, pro rata in accordance with their respective positive Capital Account balances in respect of such Units; provided, however, that without the prior written consent of a majority of the Executive Committee, the General Partner shall not authorize distributions pursuant to this Section 4.02(d) to the extent such distributions would result in the amount of liquid assets of the Partnership being less than the Minimum Retained Earnings. 4860-7686-4714 v.2

Discretionary Distributions. The General Partner, in its reasonable discretion, may authorize distributions by the Partnership as follows; provided, that, with respect to any Fiscal Quarter, no distributions may be made under this Section 4.02 until all distributions due under Section 4.01 with respect to such Fiscal Quarter have been made and any required Guaranteed Series A-0 Payment in respect of such Fiscal Quarter pursuant to Section 4.08 has been paid: (a) first, Pro Rata to the holders of Preferred Series A Subclass 1 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking in to account, without duplication, any amounts paid under Section 4.01) until the cumulative amount of distributions under this Section 4.02(a) and Tax Distributions under Section 4.03 to the holders of Preferred Series A Subclass 1 Unit Accounts are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking into account, without duplication, any amounts paid under Section 4.01); (b) second, Pro Rata to the holders of Class S Preferred Units, up to the sum of the unpaid Total Class S Preferred Return applicable to such Class S Preferred Units, until the cumulative amount of distributions under this Section 4.02(c) and Tax Distributions under Section 4.03 made to the holders of Class S Preferred Units are equal to the unpaid Total Class S Preferred Return; and (c) thereafter, to all holders of Units, pro rata in accordance with their respective positive Capital Account balances in respect of such Units; provided, however, that without the prior written consent of a majority of the Executive Committee, the General Partner shall not authorize distributions pursuant to this Section 4.02(d) to the extent such distributions would result in the amount of liquid assets of the Partnership being less than the Minimum Retained Earnings. 4860-7686-4714 v.2.

Discretionary Distributions. The General Partner, in its reasonable discretion, may authorize distributions by the Partnership as follows; provided, that, with respect to any Fiscal Quarter, no distributions may be made under this Section 4.02 until all distributions due under Section 4.01 with respect to such Fiscal Quarter have been made and any required Guaranteed Series A-0 Payment in respect of such Fiscal Quarter pursuant to Section 4.08 has been paid: (a) first, Pro Rata to the holders of Preferred Series A Subclass 1 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking in to account, without duplication, any amounts paid under Section 4.01) until the cumulative amount of distributions under this Section 4.02(a) and Tax Distributions under Section 4.03 to the holders of Preferred Series A Subclass 1 Unit Accounts are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking into account, without duplication, any amounts paid under Section 4.01); (b) second, Pro Rata to the holders of Preferred Series C Subclass 1 Unit Accounts, up to the sum of the unpaid Total Preferred Series C Return applicable to such Preferred Series C Subclass 1 Unit Accounts until the cumulative amount of distributions under this Section 4.02(b) and Tax Distributions under Section 4.03 made to the holders of Preferred Series C Subclass 1 Unit Accounts are equal to the unpaid Total Preferred Series C Return applicable to such Preferred Series C Subclass 1 Unit Accounts; (c) third, Pro Rata to the holders of Class S Preferred Units, up to the sum of the unpaid Total Class S Preferred Return applicable to such Class S Preferred Units, until the cumulative amount of distributions under this Section 4.02(c) and Tax Distributions under Section 4.03 made to the holders of Class S Preferred Units are equal to the unpaid Total Class S Preferred Return; and (cd) thereafter, to all holders of Units, pro rata in accordance with their respective positive Capital Account balances in respect of such Units; provided, however, that without the prior written consent of a majority of the Executive Committee, the General Partner shall not authorize distributions pursuant to this Section 4.02(d) to the extent such distributions would result in the amount of liquid assets of the Partnership being less than the Minimum Retained Earnings. 4860-7686-4714 v.2.

Discretionary Distributions. The (a) Prior to the Date of Dissolution, the General Partner, Partner may in its reasonable discretion, may authorize discretion cause the Partnership to make additional distributions pursuant to this Section 6.4(a) of cash or Marketable Securities then held by the Partnership as follows; provided, that, with respect to any Fiscal Quarter, no distributions may be made under this Section 4.02 until all distributions due under Section 4.01 with respect to such Fiscal Quarter have been made in the following manner and any required Guaranteed Series A-0 Payment in respect order of such Fiscal Quarter pursuant to Section 4.08 has been paidpriority: (ai) firstFirst, Pro Rata to the holders of Preferred Series A Subclass 1 Unit Accountsall Partners in proportion to their respective Partnership Percentages until all Partners (other than Defaulting Limited Partners) have, up as a group, received aggregate distributions for all periods pursuant to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts (taking in to account, without duplication, any amounts paid under Section 4.01) until the cumulative amount of distributions under this Section 4.02(a6.4(a)(i) and Tax Distributions under Section 4.03 to the holders of Preferred Series A Subclass 1 Unit Accounts are equal to the unpaid Total Preferred Series A Return applicable aggregate amount of capital contributions made by such Partners pursuant to such Preferred Series A Subclass 1 Unit Accounts Article III hereof; (taking into accountii) Thereafter, without duplication, any amounts paid under Section 4.01);twenty percent (20%) to the General Partner and eighty percent (80%) to all Partners in proportion to their respective Partnership Percentages. (b) secondWhenever more than one type of Securities is being distributed in kind in a single distribution, Pro Rata or whenever more than one class of Securities of a Portfolio Company (or a portion of a class of such Securities having a tax basis per share or unit different from other portions of such class) are distributed in kind by the Partnership or when cash and Securities are being distributed in a single distribution, each Partner receiving a portion of such distribution shall receive its ratable portion of each type, class or portion of such class of Securities distributed in kind (except to the holders of Class S Preferred Units, up extent that a disproportionate distribution is necessary to the sum of the unpaid Total Class S Preferred Return applicable to such Class S Preferred Units, until the cumulative amount of distributions under this Section 4.02(cavoid distributing fractional shares) and Tax Distributions under Section 4.03 made to the holders its ratable portion of Class S Preferred Units are equal to the unpaid Total Class S Preferred Return; andcash. (c) thereafterImmediately prior to any distribution in kind of Securities (or other Partnership assets) pursuant to any provision of this Agreement, the difference between the fair market value and the Book Value of any Securities (or other Partnership assets) distributed shall be allocated to the Capital Accounts of the Partners as Net Income or Loss pursuant to Article IV to the same extent as if such assets had been sold at their fair market values. (d) Securities distributed in kind pursuant to this Section 6.4 shall be subject to such conditions and restrictions as the General Partner determines are legally required. Such restrictions shall apply equally to the Securities distributed to all holders Partners. In no event shall any Partner be entitled to receive a distribution hereunder to the extent that such distribution would cause such Partner to have a negative Capital Account Balance or increase the amount by which such balance is negative. (e) Notwithstanding any provision in this Agreement to the contrary, at any time, the General Partner may cause the Partnership to distribute cash or Marketable Securities to all Partners in proportion to their Partnership Percentages, provided that, immediately after the proposed distribution the Adjusted Capital Account Balance of Unitsthe General Partner (as determined after adjusting such balance for the amount of such distribution and any Net Income or Loss deemed recognized by the Partnership pursuant to Section 6.4(c) as a result thereof) will not be negative. In the event that distributions have been effected pursuant to the preceding sentence, pro rata then prior to the Date of Dissolution the General Partner in its discretion may make additional distributions of cash or Marketable Securities to all Partners pursuant to this Section 6.4(e) in such ratio as shall be required to cause the aggregate fair market value of all distributions made to all Partners for all periods pursuant to this Section 6.4(e) to be in the same ratio as such distributions would have been made had all such distributions been effected pursuant to Section 6.4(a) rather than this Section 6.4(e). (f) Notwithstanding any provision in this Agreement to the contrary, at any time, the General Partner may cause the Partnership to distribute cash or Marketable Securities to all Limited Partners in proportion to their Partnership Percentages. In the event that distributions have been effected pursuant to the preceding sentence, then prior to the Date of Dissolution the General Partner in its discretion may make additional distributions of cash or Marketable Securities to all Partners pursuant to this Section 6.4(f) in such ratio as shall be required to cause the aggregate fair market value of all distributions made to all Partners for all periods pursuant to this Section 6.4(f) to be in the same ratio as such distributions would have been made had all such distributions been effected pursuant to Section 6.4(a) rather than this Section 6.4(f). (g) Notwithstanding any provision in this Agreement to the contrary, all distributions to a Partner otherwise permitted under this Article VI shall constitute an advance or draw against such Partner’s distributive share of Partnership income within the meaning of Treasury Regulation Section 1.731-1 provided that any such distribution shall, for purposes of determining the applicability of the limitations on distributions set forth in this Article VI, be deemed to result in a decrease in such Partner’s Capital Account in accordance with their respective positive Capital Account balances in respect Article IV. The General Partner may cause the Partnership to defer effecting any distribution of cash, cash equivalents or Marketable Securities to the General Partner that it would otherwise have been entitled to receive pursuant to the provisions of this Article VI, which assets shall be distributed to the General Partner at such Units; provided, however, that without later time as the prior written consent General Partner shall determine. In the event of a majority deferred distribution of assets pursuant to the Executive Committeepreceding sentence, the General Partner shall not authorize distributions pursuant be entitled to this Section 4.02(d) all amounts received by the Partnership with respect to the extent holding of such distributions assets during the deferral period and, notwithstanding the provisions of Article IV, allocations of items of Net Income or Loss shall be effected so that, upon distribution of such assets (and amounts received by the Partnership with respect to the holding of such assets during the deferral period) the Capital Account balances of all Partners are equal to the balances that would have existed had the distribution of such assets not been deferred. (h) At any time, the General Partner may distribute cash or Marketable Securities to the General Partner provided that, immediately after the proposed distribution the Adjusted Capital Account Balance of the General Partner (as computed without regard to any such balance created as a result in of any interest as a Limited Partner held by such General Partner and as determined after adjusting such balance for the amount of liquid assets such distribution and any Net Income or Loss deemed recognized by the Partnership pursuant to Section 6.4(c) as a result thereof) will not be less than twenty and eight-tenths percent (20.8%) of the aggregate Capital Account balances of all of the Partners. (i) For purposes of this Agreement, the “Adjusted Capital Account Balance of the General Partner” shall be the balance in the Capital Account of the General Partner as computed without regard to any such balance created as a result of any interest as a Limited Partner held by the General Partner and, when determined in connection with a distribution, as computed after adjusting such balance for the amount of such distribution and any Net Income or Loss deemed recognized by the Partnership being less than the Minimum Retained Earnings. 4860-7686-4714 v.2pursuant to Section 6.4(c) as a result thereof.