Common use of Disposition of All Remaining Securities Clause in Contracts

Disposition of All Remaining Securities. If the disposition --------------------------------------- is of all of the Securities remaining in the Company, is pursuant to an event described in Section 8.1(e), or is not otherwise governed by any of Sections 5.2(b), (c) or (d), the proceeds shall be distributed in accordance with the following Distribution Hierarchy and priority: (i) First, to the Class A Member to the extent of the Adjusted Unreturned Class A Member's Capital Contribution, (ii) Second, to the Class A Member to the extent of the sum of: (A) The Basic Threshold Return attributable to the portion of the Class A Member's Capital Contribution (determined on a FIFO basis) attributable to all of the Preferred Stock (such portion to be determined consistently with Section 1.3(b)A) disposed of in such disposition; and (B) Any Adjusted Post Cover Date Shortfall as of the date of such disposition (first in payment of any Post Cover Date Basic Threshold Return included therein and then in payment of any Post Cover Date Capital Return Shortfall included therein), (iii) Third, 55% to the Class B Members as a group and 45% to the Class A Member until the Class B Members as a group have received total distributions pursuant to this Section 5.2(a)(iii) equal to the Adjusted Percentage Interest of the Class B Members as a group of all distributions to the Class A Member and the Class B Members as a group pursuant to Sections 5.2(a)(i) and (ii) and this Section 5.2(a)(iii), and (iv) The balance to the Class A Member and the Class B Members as a group based on the respective Adjusted Percentage Interests of the Class A Member and the Class B Members as a group.

Disposition of All Remaining Securities. If the disposition --------------------------------------- is of all of the Securities remaining in the Company, is pursuant to an event described in Section 8.1(e), or is not otherwise governed by any of Sections 5.2(b), (c) or (d), the proceeds shall be distributed in accordance with the following Distribution Hierarchy and priority: (i) First, to the Class A Member to the extent of the Adjusted Unreturned Class A Member's Capital Contribution, (ii) Second, to the Class A Member to the extent of the sum of: (A) The Basic Threshold Return attributable to the portion of the Class A Member's Capital Contribution (determined on a FIFO basis) attributable to all of the Preferred Stock (such portion to be determined consistently with Section 1.3(b)A) disposed of in such disposition; and (B) Any Adjusted Post Cover Date Shortfall as of the date of such disposition (first in payment of any Post Cover Date Basic Threshold Return included therein and then in payment of any Post Cover Date Capital Return Shortfall included therein), (iii) Third, 55% to the Class B Members as a group and 45% to the Class A Member until the Class B Members as a group have received total distributions pursuant to this Section 5.2(a)(iii) equal to the Adjusted Percentage Interest of the Class B Members as a group of all distributions to the Class A Member and the Class B Members as a group pursuant to Sections 5.2(a)(i) and (ii) and this Section 5.2(a)(iii), and (iv) The balance to the Class A Member and the Class B Members as a group based on the respective Adjusted Percentage Interests of the Class A Member and the Class B Members as a group.

Disposition of All Remaining Securities. If the disposition --------------------------------------- is of --------------------------------------- all of the Securities remaining in the Company, is pursuant to an event described in Section 8.1(e), or is not otherwise governed by any of Sections 5.2(b), (c) or (d), the proceeds shall be distributed in accordance with the following Distribution Hierarchy and priority: (i) First, to the Class A Member Members as a group to the extent of the Adjusted Unreturned Class A Member's Members' Capital Contribution, (ii) Second, to the Class A Member Members as a group to the extent of the sum of: (A) The Basic Threshold Return attributable to the portion of the Class A Member's Capital Contribution (determined on a FIFO basis) attributable to all of the Preferred Stock (such portion to be determined consistently with Section 1.3(b)A) disposed of in such disposition; and (B) Any Adjusted Post Cover Date Shortfall as of the date of such disposition (first in payment of any Post Cover Date Basic Threshold Return included therein and then in payment of any Post Cover Date Capital Return Shortfall included therein), (iii) Third, 55% to the Class B Members as a group and 45% to the Class A Member Members as a group until the Class B Members as a group have received total distributions pursuant to this Section 5.2(a)(iii) equal to the Adjusted Percentage Interest of the Class B Members as a group of all distributions to the Class A Member Members as a group and the Class B Members as a group pursuant to Sections 5.2(a)(i) and (ii) and this Section 5.2(a)(iii), and (iv) The balance to the Class A Member Members as a group and the Class B Members as a group based on the respective Adjusted Percentage Interests of the Class A Member Members as a group and the Class B Members as a group.

Disposition of All Remaining Securities. If the disposition --------------------------------------- is of all of the Securities remaining in the Company, is pursuant to an event described in Section 8.1(e), or is not otherwise governed by any of Sections 5.2(b), (c) or (d), the proceeds shall be distributed in accordance with the following Distribution Hierarchy and priority: (i) First, to the Class A Member Members as a group to the extent of the Adjusted Unreturned Class A Member's Members' Capital Contribution, (ii) Second, to the Class A Member Members as a group to the extent of the sum of: (A) The Basic Threshold Return attributable to the portion of the Class A Member's Capital Contribution (determined on a FIFO basis) attributable to all of the Preferred Stock (such portion to be determined consistently with Section 1.3(b)A) disposed of in such disposition; and (B) Any Adjusted Post Cover Date Shortfall as of the date of such disposition (first in payment of any Post Cover Date Basic Threshold Return included therein and then in payment of any Post Cover Date Capital Return Shortfall included therein), (iii) Third, 55% to the Class B Members as a group and 45% to the Class A Member Members as a group until the Class B Members as a group have received total distributions pursuant to this Section 5.2(a)(iii) equal to the Adjusted Percentage Interest of the Class B Members as a group of all distributions to the Class A Member and the Class B Members as a group pursuant to Sections 5.2(a)(i) and (ii) and this Section 5.2(a)(iii), and (iv) The balance to the Class A Member and the Class B Members as a group based on the respective Adjusted Percentage Interests of the Class A Member and the Class B Members as a group.the