Common use of Distributions from Capital Transactions Clause in Contracts

Distributions from Capital Transactions. Except as provided in Sections 6.5 and 6.6, the Company shall, as soon as reasonably practical (but no less often than monthly, if appropriate), make distributions of Net Capital Proceeds (after establishment of appropriate and reasonable reserves, as determined by the Managing Member or to the extent set forth in an Approved Budget) to the Members in the following manner and order of priority: (a) first, an amount of such Net Capital Proceeds will be distributed (in the order and priority set forth below in this Section 6.4(a)) to the Members that have made Priority Capital Contributions until each of such Members has received aggregate distributions pursuant to this Section 6.4(a) and Section 6.3(a) for the current period and all previous periods, equal to the sum of (i) the aggregate amount of its Priority Capital Contributions made pursuant to this Agreement, and (ii) an eighteen percent (18%) per annum (using a 360 day year) cumulative preferred returned thereon (amounts distributed under this Section 6.4(a) will be distributed in the reverse order in which such Priority Capital Contributions were made — that is, the most recent Priority Capital Contribution, together with the eighteen percent (18%) per annum cumulative preferred return thereon, will be returned and paid first to the Member having made such Priority Capital Contribution, and then the next most recent Priority Capital Contribution, together with the eighteen percent (18%) per annum cumulative preferred return thereon, will be returned and paid to the Member having made such Priority Capital Contribution, etc.); (b) second, remaining Net Capital Proceeds, if any, shall be distributed pari passu to each Member until each Member has received an amount equal to its Unreturned Capital Contributions, with such distributions being made pro rata to each Member in accordance with their respective Contribution Percentages; (c) third, remaining Net Capital Proceeds, if any, shall be distributed pari passu to the Members in accordance with their respective Capital Contributions until the Members have received aggregate distributions sufficient to generate a 15% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions); (d) fourth, remaining Net Capital Proceeds, if any, shall be distributed to the Members with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the First Tier Promote Percentage and (ii) the remaining percentage of such remaining Net Capital Proceeds to the Members (pro rata in accordance with their respective Contribution Percentages) until aggregate distributions have been made to the Members in an amount necessary to provide an 20% IRR to all Members (i.e., to the extent that there are any remaining Net Capital Proceeds to be distributed under this Section 6.4(d), 10% of the remaining Net Capital Proceeds will be distributed to CH and 90% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages, until an 20% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions) has been achieved by the Members); (e) fifth, remaining Net Capital Proceeds, if any, shall be distributed to the Members with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the Second Tier Promote Percentage and (ii) the remaining percentage of such remaining Net Capital Proceeds to the Members (pro rata in accordance with their respective Contribution Percentages) until aggregate distributions have been made to the Members in an amount necessary to provide an 25% IRR to all Members (i.e., to the extent that there are any remaining Net Capital Proceeds to be distributed under this Section 6.4 (e), 20% of the remaining Net Capital Proceeds will be distributed to CH and 80% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages, until a 25% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions) has been achieved by the Members); and (f) sixth, thereafter, remaining Net Capital Proceeds, if any, shall be distributed to the Members, with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the Third Tier Promote Percentage and (ii) the remaining percentage of such remaining Net Capital Proceeds to the Members (pro rata in accordance with their respective Contribution Percentages) (i.e., to the extent that there is any remaining Net Capital Proceeds, 30% of the remaining Net Capital Proceeds will be distributed to CH and 70% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages).

Distributions from Capital Transactions. Except as provided in Sections 6.5 and 6.6, the Company shall, as soon as reasonably practical (but no less often than monthly, if appropriate), make distributions of Net Capital Proceeds (after establishment of appropriate and reasonable reserves, as determined by the Managing Member or to the extent set forth in an Approved Budget) to the Members in the following manner and order of priority: (a) first, an amount of such Net Capital Proceeds will be distributed (in the order and priority set forth below in this Section 6.4(a)below) to the Members that have made Priority Capital Contributions until each of such the Members has received aggregate distributions pursuant to this Section 6.4(a) and Section 6.3(a) for the current period and all previous periods, equal to the sum of (i) the aggregate amount of its Priority Capital Contributions made pursuant to this Agreement, and (ii) an eighteen percent (18%) per annum (using a 360 day year) cumulative preferred returned thereon (amounts distributed under this Section 6.4(a) will be distributed in the reverse order in which such Priority Capital Contributions were made — that is, the most recent Priority Capital Contribution, together with the eighteen percent (18%) per annum cumulative preferred return thereon, will be returned and paid first to the Member having made such Priority Capital Contribution, and then the next most recent Priority Capital Contribution, together with the eighteen percent (18%) per annum cumulative preferred return thereon, will be returned and paid to the Member having made such Priority Capital Contribution, etc.); (b) second, remaining Net Capital Proceeds, if any, Proceeds shall be distributed pari passu to each Member until each Member has received an amount equal to its Unreturned Capital Contributions, with such distributions being made pro rata to each Member in accordance with their respective Contribution Percentages; (c) third, remaining Net Capital Proceeds, if any, Proceeds shall be distributed pari passu to the Members in accordance with their respective Capital Contributions until the Members have received aggregate distributions sufficient to generate a 1514% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions); (d) fourth, a percentage of the remaining Net Capital Proceeds, if any, shall be distributed to the Members with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the First Tier Operations Promote Percentage to HP and (ii) the remaining percentage of such remaining Net Capital Proceeds balance to the Members (pro rata in accordance with their respective the Contribution Percentages) until aggregate distributions have been made to the Members in an amount necessary to provide an 2018% IRR to all Members (i.e., with respect to their respective total Capital Contributions to the extent that there are any remaining Net Capital Proceeds to be distributed under this Section 6.4(d), 10% of the remaining Net Capital Proceeds will be distributed to CH and 90% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages, until an 20% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions) has been achieved by the Members)Company; (e) fifth, a percentage of the remaining Net Capital Proceeds, if any, shall be distributed to the Members with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the Second First Tier Capital Transaction Promote Percentage to HP and (ii) the remaining percentage of such remaining Net Capital Proceeds balance to the Members (pro rata in accordance with their respective the Contribution Percentages) until aggregate distributions have been made to the Members in an amount necessary to provide an 25a 22% IRR to all Members (i.e., with respect to their respective total Capital Contributions to the extent that there are any remaining Net Capital Proceeds to be distributed under this Section 6.4 (e), 20% of the remaining Net Capital Proceeds will be distributed to CH and 80% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages, until a 25% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions) has been achieved by the Members)Company; and (f) sixth, thereafter, a percentage of the remaining Net Capital Proceeds, if any, shall be distributed to the Members, with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the Third Second Tier Capital Transaction Promote Percentage to HP and (ii) the remaining percentage of such remaining Net Capital Proceeds balance to the Members (pro rata in accordance with their respective Contribution Percentages) (i.e., to the extent that there is any remaining Net Capital Proceeds, 30% of the remaining Net Capital Proceeds will be distributed to CH and 70% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages).

Distributions from Capital Transactions. Except as provided in Sections 6.5 and 6.6, the Company shall, as soon as reasonably practical (but no less often than monthly, if appropriate), make distributions of Net Capital Proceeds (after establishment of appropriate and reasonable reserves, as determined by the Managing Member or to the extent set forth in an Approved Budget) to the Members in the following manner and order of priority: (a) first, an amount of such Net Capital Proceeds will be distributed (in the order and priority set forth below in this Section 6.4(a)) to the Members that have made Priority Capital Contributions until each of such the Members has received aggregate distributions pursuant to this Section 6.4(a) and Section 6.3(a) for the current period and all previous periods, equal to the sum of (i) the aggregate amount of its Priority Capital Contributions made pursuant to this Agreement, and (ii) an eighteen percent (18%) per annum (using a 360 day year) cumulative preferred returned thereon (amounts distributed under this Section 6.4(a) will be distributed in the reverse order in which such Priority Capital Contributions were made — that is, the most recent Priority Capital Contribution, together with the eighteen percent (18%) per annum cumulative preferred return thereon, will be returned and paid first to the Member having made such Priority Capital Contribution, and then the next most recent Priority Capital Contribution, together with the eighteen percent (18%) per annum cumulative preferred return thereon, will be returned and paid to the Member having made such Priority Capital Contribution, etc.); (b) second, remaining Net Capital Proceeds, if any, shall be distributed pari passu to each Member until each Member has received an amount equal to its Unreturned Capital Contributions, with such distributions being made pro rata to each Member in accordance with their respective Contribution Percentages; (c) third, remaining Net Capital Proceeds, if any, shall be distributed pari passu to the Members in accordance with their respective Capital Contributions until the Members have received aggregate distributions sufficient to generate a 1514% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions); (d) fourth, remaining Net Capital Proceeds, if any, shall be distributed to the Members with (i) a the percentage of such remaining Net Capital Proceeds being distributed to CH MP being equal to the First Tier Promote Percentage and (ii) the remaining percentage of such remaining Net Capital Proceeds to the Members (pro rata in accordance with their respective Contribution Percentages) until aggregate distributions have been made to the Members in an amount necessary to provide an 2018% IRR to all Members (i.e., to the extent that there are any remaining Net Capital Proceeds to be distributed under this Section 6.4(d), 1015% of the remaining Net Capital Proceeds will be distributed to CH MP and 9085% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages, until an 2018% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions) has been achieved by the Members); (e) fifth, remaining Net Capital Proceeds, if any, shall be distributed to the Members with (i) a the percentage of such remaining Net Capital Proceeds being distributed to CH MP being equal to the Second Tier Promote Percentage and (ii) the remaining percentage of such remaining Net Capital Proceeds to the Members (pro rata in accordance with their respective Contribution Percentages) until aggregate distributions have been made to the Members in an amount necessary to provide an 2522% IRR to all Members (i.e., to the extent that there are any remaining Net Capital Proceeds to be distributed under this Section 6.4 (e), 2035% of the remaining Net Capital Proceeds will be distributed to CH MP and 8065% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages, until a 2522% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions) has been achieved by the Members); and (f) sixth, thereafter, remaining Net Capital Proceeds, if any, shall be distributed to the Members, with (i) a the percentage of such remaining Net Capital Proceeds being distributed to CH MP being equal to the Third Tier Promote Percentage and (ii) the remaining percentage of such remaining Net Capital Proceeds to the Members (pro rata in accordance with their respective Contribution Percentages) (i.e., to the extent that there is any remaining Net Capital Proceeds, 3050% of the remaining Net Capital Proceeds will be distributed to CH MP and 7050% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages).

Distributions from Capital Transactions. Except as provided in Sections 6.5 and 6.6, the Company shall, as soon as reasonably practical (but no less often than monthly, if appropriate), make distributions of Net Capital Proceeds (after establishment of appropriate and reasonable reserves, as determined by the Managing Member or to the extent set forth in an Approved Budget) to the Members in the following manner and order of priority: (a) first, an amount of such Net Capital Proceeds will be distributed (in the order and priority set forth below in this Section 6.4(a)below) to the Members that have made Priority Capital Contributions until each of such the Members has received aggregate distributions pursuant to this Section 6.4(a) and Section 6.3(a) for the current period and all previous periods, equal to the sum of (i) the aggregate amount of its Priority Capital Contributions made pursuant to this Agreement, and (ii) an eighteen percent (18%) per annum (using a 360 day year) cumulative preferred returned thereon (amounts distributed under this Section 6.4(a) will be distributed in the reverse order in which such Priority Capital Contributions were made — that is, the most recent Priority Capital Contribution, together with the eighteen percent (18%) per annum cumulative preferred return thereon, will be returned and paid first to the Member having made such Priority Capital Contribution, and then the next most recent Priority Capital Contribution, together with the eighteen percent (18%) per annum cumulative preferred return thereon, will be returned and paid to the Member having made such Priority Capital Contribution, etc.); (b) second, remaining Net Capital Proceeds, if any, Proceeds shall be distributed pari passu to each Member Member, until each Member has received an amount equal a cumulative preferred return (including amounts received pursuant to Section 6.3(b)) on its Unreturned Capital ContributionsContributions outstanding from time to time of 8.0% per annum, with such distributions distribution being made pro rata to each Member in accordance with their respective Contribution Percentagesthe Members’ relative amounts of such cumulative unpaid preferred return at such time; (c) third, remaining Net Capital Proceeds, if any, Proceeds shall be distributed pari passu to the Members each Member, pro rata in accordance with their respective the Contribution Percentages, until each Member’s Unreturned Capital Contributions until the Members have received aggregate distributions sufficient been reduced to generate a 15% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions)zero; (d) fourth, a percentage of the remaining Net Capital Proceeds, if any, shall be distributed to the Members with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the First Tier Promote Initial Percentage and (ii) the remaining percentage of such remaining Net Capital Proceeds to the Members (pro rata in accordance with the Contribution Percentages) and the balance to AW Manager, until aggregate distributions have been made to BH and AW Investor in an amount necessary to provide a 17.0% IRR to BH and AW Investor with respect to their respective total Capital Contributions made to the Company; (e) fifth, a percentage of the remaining Net Capital Proceeds, if any, equal to the First Tier Capital Transaction Promote Percentage to AW Manager and the balance to the Members (pro rata in accordance with the Contribution Percentages) until aggregate distributions have been made to the Members BH and AW Investor in an amount necessary to provide an 20a 20.0% IRR to all Members (i.e., BH and AW Investor with respect to their total Capital Contributions to the extent that there are any remaining Net Capital Proceeds to be distributed under this Section 6.4(d)Company; and (f) sixth, 10% a percentage of the remaining Net Capital Proceeds will be distributed to CH and 90% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages, until an 20% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions) has been achieved by the Members); (e) fifth, remaining Net Capital Proceeds, if any, shall be distributed to the Members with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the Second Tier Capital Transaction Promote Percentage to AW Manager and (ii) the remaining percentage of such remaining Net Capital Proceeds balance to the Members (pro rata in accordance with their respective Contribution Percentages) until aggregate distributions have been made to the Members in an amount necessary to provide an 25% IRR to all Members (i.e., to the extent that there are any remaining Net Capital Proceeds to be distributed under this Section 6.4 (e), 20% of the remaining Net Capital Proceeds will be distributed to CH and 80% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages, until a 25% IRR in respect to such Members’ respective Capital Contributions (excluding any Priority Capital Contributions) has been achieved by the Members); and (f) sixth, thereafter, remaining Net Capital Proceeds, if any, shall be distributed to the Members, with (i) a percentage of such remaining Net Capital Proceeds being distributed to CH equal to the Third Tier Promote Percentage and (ii) the remaining percentage of such remaining Net Capital Proceeds to the Members (pro rata in accordance with their respective Contribution Percentages) (i.e., to the extent that there is any remaining Net Capital Proceeds, 30% of the remaining Net Capital Proceeds will be distributed to CH and 70% of the remaining Net Capital Proceeds will be distributed to the Members pari passu, with the distributions to the Members being on a pro rata basis in accordance with their respective Contribution Percentages).