Common use of Distributions of Available Cash from Operations Clause in Contracts

Distributions of Available Cash from Operations. Subject to the provisions of the Senior Loan Documents (or any other loan documents entered into in accordance with the provisions of Section 5.1(b)(ii)), the Annual Budget, the Company shall make distributions of Available Cash from Operations quarterly; provided, notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Members if such distribution would violate Section 18-607 of the Delaware Act or any other applicable law. Except as provided in Section 4.2, the Company, in any given quarter, may not make any distributions which would cause the amount of working capital to be less than the Threshold Working Capital Amount. If such distribution shall inadvertently be made, the Members agree to immediately return such excess amount distributed to the Company (and such returned excess amount shall not be treated as a Capital Contribution). Distributions of Available Cash From Operations shall be made in the following order of priority: (a) First, to the Members who have made Member Loans in accordance with Section 3.2(b) on a pro rata basis in accordance with the amounts of their respective unpaid Member Loans until each of them has received cumulative payments pursuant to this Section 4.1(a) equal to all interest due in respect of such Member Loans. (b) Second, to the Members who have made Member Loans pursuant to Section 3.2(b) on a pro rata basis in accordance with the amounts of their respective Member Loans until each of them has received cumulative payments pursuant to this Section 4.1(b) equal to the outstanding principal amounts of its respective Member Loans. (c) Third, to the Managing Member, until the Managing Member has achieved a ten percent (10%) cumulative, non-compounding annual return upon and in respect to the amount of the Unreturned Capital Contribution (as hereinafter defined) of the Managing Member (the “Managing Member Preferred Return”). (d) Fourth, to the Non-Managing Member, until the Non-Managing Member has achieved a ten percent (10%) cumulative, non-compounding annual return upon and in respect to the amount of the Unreturned Capital Contribution of the Non-Managing Member (the “Non-Managing Member Preferred Return”). (e) Fifth, until the Managing Member and Non-Managing Members have each achieved a twelve percent (12%) cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution, to the Members on a pro rata basis in accordance with their respective Membership Percentages.

Distributions of Available Cash from Operations. Subject to the provisions of the Senior Loan Documents (or any other loan documents entered into in accordance with the provisions of Section 5.1(b)(ii)), the Annual Budget, the Company shall make distributions of Available Cash from Operations quarterly; provided, notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Members if such distribution would violate Section 18-607 of the Delaware Act or any other applicable law. Except as provided in Section 4.2, the Company, in any given quarter, may not make any distributions which would cause the amount of working capital to be less than the Threshold Working Capital Amount. If such distribution shall inadvertently be made, the Members agree to immediately return such excess amount distributed to the Company (and such returned excess amount shall not be treated as a Capital Contribution). Distributions of Available Cash From Operations shall be made in the following order of priority: (a) First, to the Members who have made Member Loans in accordance with Section 3.2(b) on a pro rata basis in accordance with the amounts of their respective unpaid Member Loans until each of them has received cumulative payments pursuant to this Section 4.1(a) equal to all interest due in respect of such Member Loans. (b) Second, to the Members who have made Member Loans pursuant to Section 3.2(b) on a pro rata basis in accordance with the amounts of their respective Member Loans until each of them has received cumulative payments pursuant to this Section 4.1(b) equal to the outstanding principal amounts of its respective Member Loans. (c) Third, to the Managing Member, until the Managing Member has achieved a ten percent (10%) 9% cumulative, non-compounding annual return upon and in respect to the amount of the Unreturned Capital Contribution (as hereinafter defined) of the Managing Member (the “Managing Member Preferred Return”). (d) Fourth, to the Non-Managing Member, until the Non-Managing Member has achieved a ten percent (10%) 9% cumulative, non-compounding annual return upon and in respect to the amount of the Unreturned Capital Contribution of the Non-Managing Member (the “Non-Managing Member Preferred Return”). (e) Fifth, until the Managing Member and Non-Managing Members have each achieved a twelve percent (12%) % cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution, to the Members on a pro rata basis in accordance with their respective Membership Percentages. (f) Sixth, until the Managing Member and Managing Members have each achieved a 15% cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution, (i) 40.00% to Non-Managing Member, and (ii) 60.00% to Managing Member. (g) Seventh, thereafter: (i) 45.00% to Non-Managing Member, and (ii) 55.00% to Managing Member.

Distributions of Available Cash from Operations. Subject to the provisions of the Senior Loan Documents (or any other loan documents entered into in accordance with the provisions of Section 5.1(b)(ii)), the Annual Budget, the Company shall make distributions of Available Cash from Operations quarterly; provided, notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Members if such distribution would violate Section 18-607 of the Delaware Act or any other applicable law. Except as provided in Section 4.2, the Company, in any given quarter, may not make any distributions which would cause the amount of working capital to be less than the Threshold Working Capital Amount. If such distribution shall inadvertently be made, the Members agree to immediately return such excess amount distributed to the Company (and such returned excess amount shall not be treated as a Capital Contribution). Distributions of Available Cash From from Operations shall be made in the following order of priority: (a) First, to the Members who have made Member Loans in accordance with Section 3.2(b) on a pro rata basis in accordance with the amounts of their respective unpaid Member Loans until each of them has received cumulative payments pursuant to this Section 4.1(a) equal to all interest due in respect of such Member Loans. (b) Second, to the Members who have made Member Loans pursuant to Section 3.2(b) on a pro rata basis in accordance with the amounts of their respective Member Loans until each of them has received cumulative payments pursuant to this Section 4.1(b) equal to the outstanding principal amounts of its respective Member Loans. (c) Third, to the Managing Member, until the Managing Member has achieved a ten percent (10%) 9% cumulative, non-compounding annual return upon and in respect to the amount of the Unreturned Capital Contribution (as hereinafter defined) of the Managing Member (the “Managing Member Preferred Return”). (d) Fourth, to the Non-Managing Member, until the Non-Managing Member has achieved a ten percent (10%) 9% cumulative, non-compounding annual return upon and in respect to the amount of the Unreturned Capital Contribution of the Non-Managing Member (the “Non-Managing Member Preferred Return”). (e) Fifth, until the Managing Member and Non-Managing Members have each achieved a twelve percent (12%) % cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution, to the Members on a pro rata basis in accordance with their respective Membership Percentages. (f) Sixth, until the Managing Member and Managing Members have each achieved a 15% cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution, (i) 40.00% to Non-Managing Member, and (ii) 60.00% to Managing Member. (g) Seventh, thereafter: (i) 45.00% to Non-Managing Member, and (ii) 55.00% to Managing Member.