Common use of Distributions of Distributable Proceeds Clause in Contracts

Distributions of Distributable Proceeds. Subject to 6.5 (Use of Distributable Proceeds to Fund Drawdowns), Distributable Proceeds (other than Temporary Investment Income) from any Portfolio Investment shall be initially apportioned among the Partners in proportion to their Sharing Percentages with respect to the applicable Portfolio Investment. The amount so apportioned to any Affiliated Partner shall be distributed to such Person and, except as otherwise provided in this Article 14 (Distributions; Allocations) and Section 6.6 (Defaulting Partners), the amount so apportioned to each other Partner shall be distributed between the General Partner and such Partner as follows: First, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 14.3.1 equal to such Partner’s aggregate Capital Contributions; Second, 100% to such Partner until the cumulative amount distributed to such Partner pursuant to this Section 14.3.2 is equal to the Preferred Return for such Partner; Third, [80]% to the General Partner and [20]% to such Partner until the General Partner has received cumulative distributions with respect to such Partner pursuant to this Section 14.3.3 equal to [20]% of the cumulative amount of distributions made or being made to (i) such Partner pursuant to Section 14.3.2 and this Section 14.3.3 and (ii) the General Partner with respect to such Partner pursuant to this Section 14.3.3; and Fourth, thereafter, (i) [20]% to the General Partner and (ii) [80]% to such Partner. Distributions in Kind. Prior to the final distribution of assets in connection with the dissolution and winding up of the Fund, the Fund may distribute only cash or Marketable Securities to a Partner. If any Limited Partner notifies the General Partner in writing that it elects not to receive any distributions of Securities, then (i) no such distribution shall be made to such Limited Partner and (ii) the General Partner shall use commercially reasonable efforts to sell on behalf of such Limited Partner any Securities that would otherwise have been distributed to such Limited Partner for cash, from which the General Partner’s reasonable out-of-pocket expenses shall first be deducted; provided that, without the written consent of the Advisory Committee or the applicable Limited Partner, the General Partner shall not sell any such Securities to itself or to any of its Affiliates. The General Partner shall use commercially reasonable efforts to obtain the best price and best execution in connection with the sale of such Securities, but shall have no liability to such Limited Partner for failure to so obtain the best price or best execution and to the maximum extent permitted by applicable law, unless otherwise agreed by the General Partner in writing, each such Limited Partner shall reimburse the Fund and the General Partner for the reasonable costs of the General Partner in acting on such request or such arrangement other than any cost or liability arising from the General Partner’s fraud or willful misconduct; provided that if the General Partner is selling identical Securities in comparable amounts for its own account or for the account of any Affiliate at the same time that it is selling Securities on behalf of such Limited Partner, the General Partner agrees that it shall not sell such Securities for the account of such Limited Partner at a price lower than the price it obtains for itself or such Affiliate, subject to legal, tax, regulatory, accounting and other similar considerations applicable to such Limited Partner. Any proceeds received by the Fund pursuant to this Section 14.4.2 shall be distributed to the applicable Limited Partner as soon as reasonably practicable. In the event that a distribution of Marketable Securities or assets is made to any Limited Partner, such Marketable Securities or assets shall be deemed to have been sold at the Value determined by the General Partner (subject to Section 13.2.5.5), (i) in the case of Marketable Securities, using the average of the closing prices recorded on the market where the Securities are traded over the five (5) trading days preceding the date of distribution and the five (5) trading days following the date of distribution, and (ii) in the case of other assets, considering all pertinent factors, information and data, and, in either case, all of the proceeds of such sale shall be paid by or on behalf of the Fund and the General Partner to the relevant Limited Partner and be deemed to have been distributed in the form of Distributable Proceeds to such Limited Partner pursuant to Section 14.3 (Distributions of Distributable Proceeds).

Distributions of Distributable Proceeds. Subject to Section 6.5 (Use of Distributable Proceeds to Fund Drawdowns.), Distributable Proceeds (other than Temporary Investment Income) from any Portfolio Investment shall be initially apportioned among the Partners in proportion to their Sharing Percentages with respect to the applicable Portfolio Investment. The amount so apportioned to any Affiliated Partner shall be distributed to such Person and, except as otherwise provided in this Article 14 (Distributions; Allocations) and Section 6.6 (Defaulting Partners.), the amount so apportioned to each other Partner shall be distributed between the General Partner and such Partner as follows: First, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 14.3.1 14.3(a) (Distributions of Distributable Proceeds.) equal to such Partner’s 's aggregate Capital Contributions; Second, 100% to such Partner until the cumulative amount distributed to such Partner pursuant to this Section 14.3.2 14.3(b) (Distributions of Distributable Proceeds.) is equal to the Preferred Return for such Partner; Third, [80]% 80]%128 to the General Partner and [20]% to such Partner until the General Partner has received cumulative distributions with respect to such Partner pursuant to this Section 14.3.3 14.3(c) (Distributions of Distributable Proceeds.) equal to [20]% of the cumulative amount of distributions made or being made to (i) such Partner pursuant to Section 14.3.2 14.3(b) and this Section 14.3.3 14.3(c) (Distributions of Distributable Proceeds.) and (ii) the General Partner with respect to such Partner pursuant to this Section 14.3.314.3(c) (Distributions of Distributable Proceeds.); and Fourth, thereafter, (i) [20]% to the General Partner and (ii) [80]% to such Partner. 129 Distributions in Kind. Prior to the final distribution of assets in connection with the dissolution and winding up of the Fund, the Fund may distribute only cash or Marketable Securities to a Partner. If any Limited Partner notifies the General Partner in writing that it elects not to receive any distributions of Securities, then (i) no such distribution shall be made to such Limited Partner and (ii) the General Partner shall use commercially reasonable efforts to sell on behalf of such Limited Partner any Securities that would otherwise have been distributed to such Limited Partner for cash, from which the General Partner’s 's reasonable out-of-pocket out‑of‑pocket expenses shall first be deducted; provided that, without the written consent of the LP Advisory Committee or the applicable Limited Partner, the General Partner shall not sell any such Securities to itself or to any of its Affiliates. The General Partner shall use commercially reasonable efforts to obtain the best price sell such Securities on behalf of a Limited Partner, and best execution in connection with the sale of such Securities, but shall have no liability to such Limited Partner for failure to so obtain the best price or best execution and to the maximum extent permitted by applicable law, unless otherwise agreed by the General Partner in writing, and each such Limited Partner shall will reimburse the Fund and the General Partner for the reasonable costs of the General Partner in acting on such request or such arrangement other than any cost or liability arising from the General Partner’s 's fraud [,/ or] willful misconduct [or willful misconduct; intentional or gross fault];130 [provided that if the General Partner is selling identical Securities in comparable amounts for its own account or for the account of any Affiliate at the same time that it is selling Securities on behalf of such Limited Partner, the General Partner agrees that it shall not sell such Securities for the account of such Limited Partner at a price lower than the price it obtains for itself or such Affiliate, subject to legal, tax, regulatory, accounting and other similar considerations applicable to such Limited Partner. .] Any proceeds received by the Fund pursuant to this Section 14.4.2 14.4(b) (Distributions in Kind.) shall be distributed to the applicable Limited Partner as soon as reasonably practicable. In the event that If a distribution of Marketable Securities or assets is made to any Limited Partner, such Marketable Securities or assets shall will be deemed to have been sold at the Value determined by the General Partner (subject to Section 13.2.5.513.2(d)(v) (Scope of Authority.)), (i) in the case of Marketable Securities, using the average of the closing prices recorded on the market where the Securities are traded over the five (5) [five] trading days preceding the date of distribution [and the five (5) trading days following the date of distribution], and (ii) in the case of other assets, considering all pertinent factors, information and data, and, in either case, all of the proceeds of such sale shall be paid by or on behalf of the Fund and the General Partner to the relevant Limited Partner and be deemed to have been distributed in the form of Distributable Proceeds to such Limited Partner pursuant to Section 14.3 (Distributions of Distributable Proceeds.).

Distributions of Distributable Proceeds. Subject to 6.5 Error: Reference source not found (Use of Distributable Proceeds to Fund Drawdowns), Distributable Proceeds (other than Temporary Investment Income) from any Portfolio Investment shall be initially apportioned among the Partners in proportion to their Sharing Percentages with respect to the applicable Portfolio Investment. The amount so apportioned to any Affiliated Partner shall be distributed to such Person and, except as otherwise provided in this Article 14 (Distributions; Allocations) and Section 6.6 (Defaulting Partners), the amount so apportioned to each other Partner shall be distributed between the General Partner and such Partner as follows: First, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 14.3.1 equal to such Partner’s aggregate Capital Contributions; Second, 100% to such Partner until the cumulative amount distributed to such Partner pursuant to this Section 14.3.2 is equal to the Preferred Return for such Partner; Third, [80]% to the General Partner and [20]% to such Partner until the General Partner has received cumulative distributions with respect to such Partner pursuant to this Section 14.3.3 equal to [20]% of the cumulative amount of distributions made or being made to (i) such Partner pursuant to Section 14.3.2 and this Section 14.3.3 and (ii) the General Partner with respect to such Partner pursuant to this Section 14.3.3; and Fourth, thereafter, (i) [20]% to the General Partner and (ii) [80]% to such Partner. Distributions in Kind. Prior to the final distribution of assets in connection with the dissolution and winding up of the Fund, the Fund may distribute only cash or Marketable Securities to a Partner. If any Limited Partner notifies the General Partner in writing that it elects not to receive any distributions of Securities, then (i) no such distribution shall be made to such Limited Partner and (ii) the General Partner shall use commercially reasonable efforts to sell on behalf of such Limited Partner any Securities that would otherwise have been distributed to such Limited Partner for cash, from which the General Partner’s reasonable out-of-pocket expenses shall first be deducted; provided that, without the written consent of the Advisory Committee or the applicable Limited Partner, the General Partner shall not sell any such Securities to itself or to any of its Affiliates. The General Partner shall use commercially reasonable efforts to obtain the best price and best execution in connection with the sale of such Securities, but shall have no liability to such Limited Partner for failure to so obtain the best price or best execution and to the maximum extent permitted by applicable law, unless otherwise agreed by the General Partner in writing, each such Limited Partner shall reimburse the Fund and the General Partner for the reasonable costs of the General Partner in acting on such request or such arrangement other than any cost or liability arising from the General Partner’s fraud or willful misconduct; provided that if the General Partner is selling identical Securities in comparable amounts for its own account or for the account of any Affiliate at the same time that it is selling Securities on behalf of such Limited Partner, the General Partner agrees that it shall not sell such Securities for the account of such Limited Partner at a price lower than the price it obtains for itself or such Affiliate, subject to legal, tax, regulatory, accounting and other similar considerations applicable to such Limited Partner. Any proceeds received by the Fund pursuant to this Section 14.4.2 shall be distributed to the applicable Limited Partner as soon as reasonably practicable. In the event that a distribution of Marketable Securities or assets is made to any Limited Partner, such Marketable Securities or assets shall be deemed to have been sold at the Value determined by the General Partner (subject to Section 13.2.5.5), (i) in the case of Marketable Securities, using the average of the closing prices recorded on the market where the Securities are traded over the five (5) trading days preceding the date of distribution and the five (5) trading days following the date of distribution, and (ii) in the case of other assets, considering all pertinent factors, information and data, and, in either case, all of the proceeds of such sale shall be paid by or on behalf of the Fund and the General Partner to the relevant Limited Partner and be deemed to have been distributed in the form of Distributable Proceeds to such Limited Partner pursuant to Section 14.3 (Distributions of Distributable Proceeds).

Distributions of Distributable Proceeds. Subject to 6.5 (Use of Distributable Proceeds to Fund Drawdowns), Distributable Proceeds (other than Temporary Investment Income) from any Portfolio Investment shall be initially apportioned among the Partners in proportion to their Sharing Percentages with respect to the applicable Portfolio Investment. The amount so apportioned to any Affiliated Partner shall be distributed to such Person and, except as otherwise provided in this Article 14 (Distributions; Allocations) and Section 6.6 (Defaulting Partners), the amount so apportioned to each other Partner shall be distributed between the General Partner and such Partner as follows: First, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 14.3.1 equal to the sum of (without duplication): the Capital Contributions of such Partner’s Partner used to fund the cost of (i) such Portfolio Investment, (ii) each Realized Investment, and (iii) aggregate Unrealized Losses; and the Capital ContributionsContributions of such Partner used to fund Fund Expenses including the Management Fee; Second, 100% to such Partner until the cumulative amount distributed to such Partner pursuant to this Section 14.3.2 is equal to the Preferred Return for such Partner; Third, either (i) [80]% to the General Partner and [20]% to such Partner or (ii) 100% to such Partner, as appropriate, until the cumulative distributions received by the General Partner has received cumulative distributions with respect to such Partner pursuant to this Section 14.3.3 14.3 equal to [20]% of the excess of (x) the cumulative amount of distributions made or being made to (i) such Partner pursuant and to Section 14.3.2 and this Section 14.3.3 and (ii) the General Partner with respect to such Partner pursuant to this Section 14.3.314.3 over (y) the Capital Contributions of such Partner described in Section 14.3.1; and Fourth, thereafter, (i) [20]% to the General Partner and (ii) [80]% to such Partner. Distributions in Kind. Prior to the final distribution of assets in connection with the dissolution and winding up of the Fund, the Fund may distribute only cash or Marketable Securities to a Partner. If any Limited Partner notifies the General Partner in writing that it elects not to receive any distributions of Securities, then (i) no such distribution shall be made to such Limited Partner and (ii) the General Partner shall use commercially reasonable efforts to sell on behalf of such Limited Partner any Securities that would otherwise have been distributed to such Limited Partner for cash, from which the General Partner’s reasonable out-of-pocket expenses shall first be deducted; provided that, without the written consent of the Advisory Committee or the applicable Limited Partner, the General Partner shall not sell any such Securities to itself or to any of its Affiliates. The General Partner shall use commercially reasonable efforts to obtain the best price and best execution in connection with the sale of such Securities, but shall have no liability to such Limited Partner for failure to so obtain the best price or best execution and to the maximum extent permitted by applicable law, unless otherwise agreed by the General Partner in writing, each such Limited Partner shall reimburse the Fund and the General Partner for the reasonable costs of the General Partner in acting on such request or such arrangement other than any cost or liability arising from the General Partner’s fraud or willful misconduct; provided that if the General Partner is selling identical Securities in comparable amounts for its own account or for the account of any Affiliate at the same time that it is selling Securities on behalf of such Limited Partner, the General Partner agrees that it shall not sell such Securities for the account of such Limited Partner at a price lower than the price it obtains for itself or such Affiliate, subject to legal, tax, regulatory, accounting and other similar considerations applicable to such Limited Partner. Any proceeds received by the Fund pursuant to this Section 14.4.2 shall be distributed to the applicable Limited Partner as soon as reasonably practicable. In the event that a distribution of Marketable Securities or assets is made to any Limited Partner, such Marketable Securities or assets shall be deemed to have been sold at the Value determined by the General Partner (subject to Section 13.2.5.5), (i) in the case of Marketable Securities, using the average of the closing prices recorded on the market where the Securities are traded over the five (5) trading days preceding the date of distribution and the five (5) trading days following the date of distribution, and (ii) in the case of other assets, considering all pertinent factors, information and data, and, in either case, all of the proceeds of such sale shall be paid by or on behalf of the Fund and the General Partner to the relevant Limited Partner and be deemed to have been distributed in the form of Distributable Proceeds to such Limited Partner pursuant to Section 14.3 (Distributions of Distributable Proceeds).