Common use of Distribution of Distributable Cash Clause in Contracts

Distribution of Distributable Cash. (a) Except as provided otherwise in this Section 6.2, Section 6.6(d), Section 6.6(e) or Section 10.2, Distributable Cash (excluding any distributions described in Section 6.1 hereof) received from MWCI will be distributed to the Members on each Distribution Date, as follows: (i) First, 100% to the Class B Members distributed pro rata in proportion to the Percentage Interest held by each such Class B Member until the Class B Members have received an amount of cash equal to the Cash Grant Shortfall; and (ii) thereafter, on the Distribution Date following the date on which the Project has achieved Completion (as defined in the Existing Financing Credit Agreement) and all post-Completion punch list amounts have been paid, an amount equal to any Project Completion Excess, if any, shall be distributed to the Class A Members, pro rata in proportion to the Percentage Interest held by each such Class A Member, and if the full amount of such Project Completion Excess is not distributed on such Distribution Date, similar distributions shall be made on subsequent Distribution Dates until the amount of the Project Completion Excess has been fully distributed; and (iii) thereafter, prior to and including the Flip Date, (A) for those Distribution Dates on or prior to 48 months following the Second Equity Capital Contribution Date, 40% to the Class A Members distributed pro rata in proportion to the Percentage Interest held by each such Class A Member and 60% to the Class B Member distributed in proportion to the Pro-Rata Shares held by each such Class B Member, and (B) thereafter, 99% to the Class B Members distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 1% to the Class A Members, distributed pro rata in proportion to the Percentage Interest held by each such Class A Member; provided that the amount of any Project Completion Shortfall shall be deducted from the Class A Member’s distributions (and added to the Class B Member’s distributions) pursuant to this clause (ii); and (iv) following the Flip Date, 5% to the Class B Members, distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 95% to the Class A Members, distributed pro rata in proportion to the Percentage Interest held by each such Class A Member.

Distribution of Distributable Cash. (a) Except as provided otherwise in this Section 6.2, Section 6.6(d), Section 6.6(e) or Section 10.2Subject to the repayment requirements of any Member Loans, Distributable Cash (excluding any distributions described in Section 6.1 hereof) received from MWCI will shall be distributed by the Manager to the Members on not less often than monthly within 15 days after the end of each Distribution Date, calendar month in which the Company has distributable cash as follows: (i) First: 100% to the Members, in proportion to their Unpaid Preferred Returns, until such time as the Members’ Unpaid Preferred Returns have been reduced to zero; (ii) Second: 100% to the Members in proportion to their Unrecouped Capital Contributions until such time as the Members’ Unrecouped Capital Contributions have been reduced to zero; (iii) Third: Thereafter, 100% to the Class B T-9 Developer Member until such time as the T-9 Developer Member shall have received an aggregate total of Seven Million Dollars ($7,000,000.00) distributed to the T-9 Developer Member pursuant to this subsection 5.2(iii); (iv) Fourth: Thereafter, until such time as the Members distributed pro rata have received distributions which in the aggregate have resulted in a twenty five percent Internal Rate of Return on each Members’ aggregate Capital Contributions: (A) a sum equal to (i) twenty (20%) percent of the remaining Distributable Cash reduced (but not below zero) by (ii) the 20% Recouped Promote to the Day-to-Day Manager; and (B) the balance of all Distributable Cash to the Members in proportion to the their Percentage Interest held by each such Class B Member until the Class B Members have received an amount of cash equal to the Cash Grant ShortfallInterests; and (iiv) thereafter, on Fifth: from and after such time as the Distribution Date following the date on Members have received distributions which the Project has achieved Completion (as defined in the Existing Financing Credit Agreement) and all post-Completion punch list amounts aggregate have been paid, an amount equal to any Project Completion Excess, if any, shall be distributed to the Class A resulted in a twenty five percent Internal Rate of Return on each Members, pro rata in proportion to the Percentage Interest held by each such Class A Member, and if the full amount of such Project Completion Excess is not distributed on such Distribution Date, similar distributions shall be made on subsequent Distribution Dates until the amount of the Project Completion Excess has been fully distributed; and (iii) thereafter, prior to and including the Flip Date, ’ aggregate Capital Contributions: (A) for those Distribution Dates on or prior a sum equal to 48 months following (i) fifty percent (50%) percent of the Second Equity Capital Contribution Date, 40remaining Distributable Cash reduced (but not below zero) by (ii) the 50% Recouped Promote to the Class A Members distributed pro rata in proportion to the Percentage Interest held by each such Class A Member and 60% to the Class B Member distributed in proportion to the ProDay-Rata Shares held by each such Class B Member, to-Day Manager; and (B) thereafter, 99% the balance of all Distributable Cash to the Class B Members distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 1% to the Class A Members, distributed pro rata in proportion to the their Percentage Interest held by each such Class A Member; provided that the amount of any Project Completion Shortfall shall be deducted from the Class A Member’s distributions (and added to the Class B Member’s distributions) pursuant to this clause (ii); and (iv) following the Flip Date, 5% to the Class B Members, distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 95% to the Class A Members, distributed pro rata in proportion to the Percentage Interest held by each such Class A MemberInterests.

Distribution of Distributable Cash. (a) The Manager shall make Distributions of Distributable Cash no less frequently than quarterly during a Fiscal Year to the extent of Distributions under Sections 6.12(b)(i) and 6.12(b)(ii), even though such Distributions are necessarily prior to the final determination of Profit and Loss allocations and Distributions to be made for that Fiscal Year. Any Distributions prior to the end of a Fiscal Year shall be deemed only an advance against the Distributions to be made at the end of that Fiscal Year and shall be subject to a final determination of the actual amount to be distributed for that Fiscal Year. The Manager shall make Distributions of the balance of the Distributable Cash attributable to a Fiscal Year annually. Such Distributions shall be made promptly upon determination of the actual Distributable Cash for such Fiscal Year, but in all events within forty-five (45) days after the end of such Fiscal Year. (b) Except as provided otherwise in this Section 6.210.4, Section 6.6(d)in each Fiscal Year of the Company, Section 6.6(e) or Section 10.2, Distributions of Distributable Cash (excluding any distributions described in Section 6.1 hereof) received from MWCI will shall be distributed made to the Members on each Distribution Date, as follows: (i) First, 100% to the Class B Members distributed pro rata in proportion to payment of the Percentage Interest held by each such Class B Member Preferred Return until the Class B Members have received an amount of cash equal entire accrued but unpaid Preferred Return has been paid pursuant to this Section 6.12(b)(i) in the Cash Grant Shortfall; andproportion that the Preferred Return has accrued. (ii) thereafterSecond, on the Distribution Date following the date on which the Project has achieved Completion (as defined in the Existing Financing Credit Agreement) and all post-Completion punch list amounts have been paid, an amount equal to any Project Completion Excess, if any, shall be distributed to the Class A Members, pro rata Members other than the Manager in proportion amounts sufficient to pay their Initial Capital Contributions and their Converted Capital Contributions on a quarterly basis in accordance with the Percentage Interest held by each such Class A Member, and if the full amount of such Project Completion Excess is not distributed on such Distribution Date, similar distributions shall be made on subsequent Distribution Dates until the amount of the Project Completion Excess has been fully distributed; andScheduled Repayments. (iii) thereafterThird, prior to and including the Flip Date, (A) for those Distribution Dates on or prior to 48 months following the Second Equity Capital Contribution Date, 40% to the Class A Members distributed pro rata Manager in proportion an amount sufficient to the Percentage Interest held by each repay its Discretionary Additional Capital Contributions; provided, however, that such Class A Member payments are subordinated to current payments then due and 60% to the Class B Member distributed in proportion to the Pro-Rata Shares held by each such Class B Member, prior payments remaining outstanding under Sections 6.12(b)(i) and (B) thereafter, 99% to the Class B Members distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 1% to the Class A Members, distributed pro rata in proportion to the Percentage Interest held by each such Class A Member; provided that the amount of any Project Completion Shortfall shall be deducted from the Class A Member’s distributions (and added to the Class B Member’s distributions) pursuant to this clause (ii6.12(b)(ii); and. (iv) following the Flip DateFourth, 5% to the Class B MembersManager in an amount sufficient to repay its Mandatory Additional Capital Contribution, distributed pro rata without interest, in proportion thirty-nine (39) equal quarterly installments, the first payment of which will be made on April 1, 2000; provided, however, that such payments are subordinated to current payments then due and to prior payments remaining outstanding, under Sections 6.12(b)(i) and 6.12(b)(ii). (v) Thereafter, to the Pro Rata Shares held by each such Class B Member and 95% to the Class A Members, distributed pro rata Members in proportion to the accordance with their Percentage Interest held by each such Class A MemberInterests.