Common use of Distributions of Net Cash Flow Clause in Contracts

Distributions of Net Cash Flow. Subject to the other provisions of this Article 5 and to the provisions of Section 10.1, to the extent permitted by Applicable Law, distributions to Members may be declared by the Managing Member out of Net Cash Flow in such amounts and on such terms as the Managing Member shall determine on the Company Record Date that the Managing Member may designate and shall be made to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units as of the close of business on such Company Record Date, as follows: (i) first, if such Company Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interest; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per Class A Unit to be paid to the holders of Class A Units pursuant to this Section 5.01(a)(i) multiplied by (B) ten percent (the “Concurrent LTIP Distribution”), with the balance of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect of this proviso being distributed to the Members holding Class A Units, Class B Units and/or Class C Units in proportion to each such Member’s respective Percentage Interest; (ii) second, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.01(a)(ii) equal to the difference of (A) the cumulative distributions paid on each Class A Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distributions paid on such LTIP Unit; and (iii) thereafter, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interest.

Distributions of Net Cash Flow. Subject to the other provisions of this Article 5 and to the provisions of Section 10.1, to the extent permitted by Applicable Law, distributions to Members may be declared by the Managing Member out of Net Cash Flow in such amounts and on such terms as the Managing Member shall determine on the Company Record Date that the Managing Member may designate and shall be made to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units as of the close of business on such Company Record Date, as follows: (i) first, if such Company Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interest; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per Class A Unit to be paid to the holders of Class A Units pursuant to this Section 5.01(a)(i) multiplied by (B) ten percent (the “Concurrent LTIP Distribution”), with the balance of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect of this proviso being distributed to the Members holding Class A Units, Class B Units and/or Class C Units in proportion to each such Member’s respective Percentage Interest;. (ii) second, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.01(a)(ii) equal to the difference of (A) the cumulative distributions paid on each Class A Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distributions paid on such LTIP Unit; and (iii) thereafter, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interest.

Distributions of Net Cash Flow. Subject (A) The General Partner shall distribute at least quarterly an amount equal to the other provisions of this Article 5 and to the provisions of Section 10.1, to the extent permitted by Applicable Law, distributions to Members may be declared by the Managing Member out of Net Cash Flow in generated by the Partnership during such amounts and on such terms as quarter or shorter period to the Managing Member shall determine Partners who are Partners on the Company Record Date that established by the Managing Member may designate and shall be made General Partner for the distribution with respect to such quarter or shorter period in the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units as following order of the close of business on such Company Record Date, as followspriority: (i) firstFirst, if such Company Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interest; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per Class A Unit to be paid to the holders of Class A Preferred Units pursuant in such amount as is required for the Partnership to this Section 5.01(a)(i) multiplied by (B) ten percent (the “Concurrent LTIP Distribution”), pay all distributions with respect to such Preferred Units due or payable in accordance with the balance instruments designating such Preferred Units through the last day of such quarter or shorter period; such distributions shall be made to such Partners in such order of priority and with such preferences as have been established with respect to such Preferred Units as of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect last day of this proviso being distributed to the Members holding Class A Units, Class B Units and/or Class C Units in proportion to each such Member’s respective Percentage Interest;calendar quarter or shorter period; and then (ii) secondTo the Partners, following PRO RATA, in proportion to their respective Percentages of Partnership Interest in the LTIP Unit Distribution Participation Common Units on such Partnership Record Date, 100% ; (B) Notwithstanding anything to the LTIP Unitholders pro rata contrary contained herein, in no event shall a Partner receive a distribution of Net Cash Flow with respect to any Common Unit with respect to any quarter or shorter period until such time as the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.01(a)(ii) equal Partnership has distributed to the difference holders of Preferred Units an amount sufficient to pay all distributions and other amounts payable with respect to such Preferred Units through the last day of such quarter or shorter period, in accordance with the instruments designating such Preferred Units. (AC) Section 5.3(A) notwithstanding, but subject to any limitation set forth in an instrument designating Preferred Units, the cumulative General Partner shall use its best efforts to cause the Partnership to make distributions paid on each Class A Unit prior of Net Cash Flow which are sufficient to enable the LTIP Unit Distribution Participation Date REIT to (i) maintain its status as a real estate investment trust under Code Section 856, (ii) avoid the imposition of any tax under Code Section 857 and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distributions paid on such LTIP Unit; and (iii) thereafter, 100% to avoid the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interestimposition of any excise tax under Code Section 4981.

Distributions of Net Cash Flow. Subject a. For purposes hereof, the "Distributable Cash Flow" with respect to each Fiscal Year or portion of a Fiscal Year shall mean the other provisions of this Article 5 and to the provisions of Section 10.1, to the extent permitted by Applicable Law, distributions to Members may be declared by the Managing Member out of Net Cash Flow for such Fiscal Year or portion of a Fiscal Year, after first deducting, in all periods up through September 30, 2003, any Xxxxxxxx Xxxxx Program Income generated during such amounts and on period. The Company shall distribute Distributable Cash Flow for each Fiscal Year or portion of a Fiscal Year (with such terms frequency as the Managing Member shall determine on the Company Record Date that the Managing Member may designate and shall be made to the Members holding Class A Unitsrequired under Section 4.6), Class B Units, Class C Units and/or LTIP Units as of the close of business on such Company Record Date, as follows: (i) first, if such Company Record Date is prior to the LTIP Unit Distribution Participation Date, 10060% to the Members holding Class A UnitsMembers, pro rata according to the Class A Members' respective Percentage Interests, and 40% to the Class B UnitsMember; provided that the Class B Interests shall no longer be entitled to receive any further distributions pursuant to this Section 4.5.a after the Company has distributed a total of $2,000,000 to the Class B Interests pursuant this Section 4.5.a (the "Class B Maximum"), and the Company shall distribute all further Distributable Cash Flow thereafter to the Class C Units and/or LTIP Units in proportion A Members, pro rata according to each such Member’s the Class A Members' respective Percentage Interest; providedInterests. The Company may, howeverbut shall not be obligated to, that make special distributions to the LTIP Unitholders with respect to an LTIP Unit shall be Class B Interests in an amount equal up to the product of positive difference between (A) the Class B Maximum and (B) the aggregate total of all prior distributions per Class A Unit to be paid previously made to the holders of Class A Units B Interests pursuant to this Section 5.01(a)(i) multiplied by (B) ten percent (4.5.a from and after September 1, 2002. b. After September 30, 2002, and on or prior to October 15, 2003, the “Concurrent LTIP Distribution”)Company shall determine, with the balance of the distribution that would have otherwise been payable report to the LTIP Unitholders but for the effect of this proviso being distributed Class B Member and distribute to the Members holding Class A Units, Class B Units and/or Class C Units in proportion Member the positive amount, if any, equal to each such Member’s respective Percentage Interest; the lesser of (i) the Xxxxxxxx Xxxxx Program Income generated during the thirteen month period ending September 30, 2003, or (ii) second$1,225,000 (the "Special FC Distribution"). Upon calculation and receipt of the Special FC Distribution, following if any, the LTIP Unit Distribution Participation Date, 100% Class B Interests shall no longer be entitled to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received receive any distributions per LTIP Unit pursuant to this Section 5.01(a)(ii) equal 4.5.b and all Xxxxxxxx Xxxxx Program Income, if any, shall thereafter be part of Distributable Cash Flow to the difference of (A) the cumulative distributions paid on each Class A Unit prior be distributed pursuant to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distributions paid on such LTIP Unit; and (iii) thereafter, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage InterestSection 4.5.a.

Distributions of Net Cash Flow. Subject to the other provisions of this Article 5 and to the provisions of Section 10.1, to the extent permitted by Applicable Law, distributions to Members may be declared by the Managing Member out of Net Cash Flow in such amounts and on such terms as the Managing Member shall determine on the Company Record Date that the Managing Member may designate and shall be made to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units as of the close of business on such Company Record Date, as follows: (i) first, if such Company Record Date is prior to the LTIP Unit Distribution Participation Date, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interest; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in an amount equal to the product of (A) the distributions per Class A Unit to be paid to the holders of Class A Units pursuant to this Section 5.01(a)(i) multiplied by (B) ten percent (the “Concurrent LTIP Distribution”), with the balance of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect of this proviso being distributed to the Members holding Class A Units, Class B Units and/or Class C Units in proportion to each such Member’s respective Percentage Interest; (ii) second, following the LTIP Unit Distribution Participation Date, 100% to the LTIP Unitholders pro rata until such time as the LTIP Unitholders have received distributions per LTIP Unit pursuant to this Section 5.01(a)(ii) equal to the difference of (A) the cumulative distributions paid on each Class A Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held such LTIP Unit, minus (B) the Concurrent LTIP Distributions paid on such LTIP Unit; and (iii) thereafter, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interest.

Distributions of Net Cash Flow. Subject to the other provisions of this Article 5 and to the provisions of Section 10.1, to the extent permitted by Applicable Law, distributions to Members may be declared by the Managing Member out of Net Cash Flow in such amounts and on such terms as for each calendar -------------------------------- quarter shall be distributed among the Managing Member shall determine Members, on the Company Record Date that fifth (5th) business day after RSVP has verified the Managing Member may designate and shall be made to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units as accuracy of the close calculation by the officers of business on the Company of the proposed distributions for such Company Record Datequarter (as provided in clause (ii) of Section 6.9(b)), as followsbut in no event later than the 60th day after -------------- the end of such quarter, in the following order of priority: (ia) firstFirst, if such Company Record Date is prior to the LTIP Unit Distribution Participation DateXxxxxxx, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage Interest; provided, however, that distributions to the LTIP Unitholders with respect to an LTIP Unit shall be in until Xxxxxxx has received an amount equal to the product of Xxxxxxx Special Distribution with respect to such quarter and any Xxxxxxx Special Distributions with respect to past calendar quarters that remain unpaid; (Ab) the distributions per Class A Unit Second, (i) to be paid to the holders of Class A Units pursuant to this Section 5.01(a)(i) multiplied by (B) ten percent (the “Concurrent LTIP Distribution”)RSVP and Xxxxxxx, with the balance of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect of this proviso being distributed to the Members holding Class A Units, Class B Units and/or Class C Units in proportion to the unpaid 20% Cumulative Priority Return on the RSVP Capital and the Xxxxxxx Class A Capital, respectively, which accrued prior to the calendar quarter in question, until each has received such Member’s respective Percentage Interest; unpaid 20% Cumulative Priority Return; and (ii) secondthen to RSVP and Xxxxxxx, following the LTIP Unit Distribution Participation Date, 100% in proportion to the LTIP Unitholders pro rata RSVP Capital and the Xxxxxxx Class A Capital, until such time as each has received its 20% Cumulative Priority Return for the LTIP Unitholders have received distributions per LTIP Unit pursuant calendar quarter in question. (c) Third, to this Section 5.01(a)(ii) equal RSVP and Xxxxxxx, in proportion to the difference of (A) unpaid 20% Noncumulative Return on the cumulative distributions paid on RSVP Class B Capital and the Xxxxxxx Class B Capital, respectively, until each Class A Unit prior to the LTIP Unit Distribution Participation Date and during the period the LTIP Unitholder held has received such LTIP Unit, minus (B) the Concurrent LTIP Distributions paid on such LTIP Unitunpaid 20% Noncumulative Priority Return; and (iiid) thereafterThereafter, 100(i) 20% of such Net Cash Flow shall be distributed to the Members holding Class A UnitsXxxxxxx as an additional return on capital, Class B Unitsand (ii) 80% of such Net Cash Flow shall be distributed to RSVP and Xxxxxxx, Class C Units and/or LTIP Units as an additional return on capital, in proportion to each such Member’s respective Percentage Interestthe aggregate distributions theretofore made during the Term to RSVP and Xxxxxxx, respectively, pursuant to clauses (b) and (c) above. Notwithstanding the foregoing, all distributions of Net Cash Flow otherwise distributable to RSVP under either clauses (b) or (d) above shall be reduced by any corresponding distributions being made to RAP or an Alternate Investor for the period in question under clauses (b) and (d) of Section 4.1 of the ----------- Properties Operating Agreement or, as applicable, under the corresponding provisions of the operating agreement of any Alternate Company, (each, an "Alternate Operating Agreement").

Distributions of Net Cash Flow. Subject On each date on which the Company makes a distribution to the Members (or at such other time as may be set forth in the Senior Debt Documents or the Subordinated Note Agreement), but in any event no less often than once per Quarter (the "Distribution Date"), provided that neither the Company nor the Subordinated Note holder has received a default notice with respect to the Senior Debt, which default notice prohibits the Company from paying or distributing any Net Cash Flow (and provided that such distributions are not otherwise restricted under the terms of the Senior Debt Documents), the Board shall cause Net Cash Flow (including, without limitation, any permitted tax distributions under the Senior Debt Documents) to be paid or distributed as follows, subject, however, to the other provisions of this Article 5 Section 5.4 and to the provisions of Section 10.1, 5.9 below: (a) If Amounts Owing on the Subordinated Note. If any amount is due and owing with respect to the extent permitted by Applicable LawSubordinated Note, distributions to Members may be declared by the Managing Member out of then Net Cash Flow in such amounts and on such terms as the Managing Member shall determine on the Company Record Date that the Managing Member may designate and shall be made to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units as of the close of business on such Company Record Date, applied as follows: (i) firstFirst, to the Class B Members in proportion to their respective Class B Sharing Ratios in an amount equal to the Quest Excess Tax Distribution, if such Company Record Date is prior to the LTIP Unit Distribution Participation Dateany; (ii) Then, 100% to the Members holding Class A Unitsholder of the Subordinated Note, Class B Unitsto be applied in accordance with the terms of the Subordinated Note, Class C Units and/or LTIP Units in proportion until the Tax Distribution Balance has been reduced to each such Member’s respective Percentage Interestzero; provided, however, that distributions to the LTIP Unitholders extent payments to the holder of the Subordinated Note would be prohibited under the Senior Debt Documents, then the payments that would otherwise have been made under this section shall, instead, be distributed 100% to the Class A Members in proportion to their respective Class A Unit Sharing Ratios; (iii) Then, an amount up to 15 percent of the Net Cash Flow shall be distributed (A) 0% to the Class A Members in proportion to their respective Class A Unit Sharing Ratios, and (B) 100 percent to the Class B Members in proportion to their respective Class B Unit Sharing Ratios; (iv) Finally, all remaining Net Cash Flow shall be paid to the holder of the Subordinated Note and be applied in accordance with the terms of the Subordinated Note; provided, however, that to the extent payments to the holder of the Subordinated Note would be prohibited under the Senior Debt Documents, then the payments that would otherwise have been made under this section shall, instead, be distributed 100% to the Class A Members in proportion to their respective Class A Unit Sharing Ratios. (v) Notwithstanding the foregoing, upon and following an Early Liquidation Event, Net Cash Flow will be paid 100 percent to the holder of the Subordinated Note until the Subordinated Note has been paid in full and the holder of the Subordinated Note has received the Make Whole Payment, and to the extent of any excess Net Cash Flow remaining thereafter, the balance shall be distributed in accordance with Section 5.4(b) below. (b) If No Amounts Owing on the Subordinated Note. If all amounts due and owing with respect to an LTIP Unit the Subordinated Note have previously been paid, then Net Cash Flow shall be applied as follows: (i) First, to the Class B Members in proportion to their respective Class B Sharing Ratios in an amount equal to the product of (A) the distributions per Class A Unit to be paid to the holders of Class A Units pursuant to this Section 5.01(a)(i) multiplied by (B) ten percent (the “Concurrent LTIP Quest Excess Tax Distribution”), with the balance of the distribution that would have otherwise been payable to the LTIP Unitholders but for the effect of this proviso being distributed to the Members holding Class A Units, Class B Units and/or Class C Units in proportion to each such Member’s respective Percentage Interestif any; (ii) second, following the LTIP Unit Distribution Participation DateThen, 100% to the LTIP Unitholders pro rata Class A Members in proportion to their respective Class A Unit Sharing Ratios until the Tax Distribution Balance has been reduced to zero; (iii) Then, (A) an amount up to 40 percent of Net Cash Flow will be distributed to the Class B Members in proportion to their respective Class B Unit Sharing Ratios and (B) all remaining Net Cash Flow up to 60 percent of Net Cash Flow will be distributed to the Class A Member in proportion to their respective Class A Unit Sharing Ratios until such time as the LTIP Unitholders have received distributions per LTIP Class A Member IRR is 30 percent; and (iv) thereafter, Net Cash Flow will be distributed (A) 30 percent to the Class A Members in proportion to their Class A Unit Sharing Ratios, and (B) 70 percent to the Class B Members in proportion to their respective Class B Unit Sharing Ratios. (c) Notwithstanding the foregoing, in the event that the aggregate Defect Property Loss Amount exceeds $2,500,000 (such excess amount is herein referred to as the "Excess Defect Property Loss Amount"), then any amounts distributable to the Class B Members pursuant to Section 5.4(a) or Section 5.4(b) shall instead be distributed to the Class A Member until there has been distributed to the Class A Member pursuant to this Section 5.01(a)(ii5.4(c) an amount equal to the difference Excess Defect Property Loss Amount (a "Defect Property Loss Distribution"); provided, however, that to the extent a Defect Value for a Defect has been added to the Defect Property Loss Amount and such Defect is something for which the Class A Member has received indemnification for, been held harmless and made whole under the terms of (A) the cumulative distributions paid on each Class A Unit prior Purchase Agreement, but only insofar as the amounts actually received under such indemnification and hold harmless provisions equal not less than the Defect Value thereof) under the terms of the Class A Unit Purchase Agreement, then the Defect Value thereof (or portion thereof for which the Class A Member has been indemnified, held harmless and been made whole) shall be deducted from the Excess Defect Property Loss Amount for purposes of the calculation set forth in this Section 5.4(c). (d) Notwithstanding any provision of this Agreement to the LTIP Unit Distribution Participation Date contrary, the Company shall withhold from all distributions and during the period the LTIP Unitholder held other payments to any Member or any Person any and all amounts required to be withheld under federal, state or local law. All amounts withheld with respect to a Member pursuant to this Section 5.4(d) shall be treated as a payment or distribution made to such LTIP Unit, minus (B) the Concurrent LTIP Distributions paid on such LTIP Unit; and (iii) thereafter, 100% to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in proportion to each such Member’s respective Percentage InterestMember for all purposes under this Agreement.