Common use of Distributions of Net Sales Proceeds Clause in Contracts

Distributions of Net Sales Proceeds. 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 Sales Proceeds 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 in proportion to each such Member’s respective Percentage Interest; provided, however, that to the extent the Average LTIP Economic Capital Account Balance of an LTIP Unitholder is less than the Common Unit Economic Balance, the Percentage Interest of such LTIP Unitholder with respect to its LTIP Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.01(b) to equal such LTIP Unitholder’s Percentage Interest with respect to its LTIP Units multiplied by a fraction, the numerator of which is such LTIP Unitholder’s Average LTIP Economic Capital Account Balance, and the denominator of which is the Common Unit Economic Balance. For the avoidance of doubt, any decrease in the Percentage Interest of an LTIP Unitholder with respect to its LTIP Units shall result in a corresponding increase in the Percentage Interests of Members with respect to their Class A Units, Class B Units and/or Class C Units.

Distributions of Net Sales Proceeds. 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 Sales Proceeds 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 in proportion to each such Member’s respective Percentage Interest; provided, however, that to the extent the Average LTIP Economic Capital Account Balance of an LTIP Unitholder is less than the Common Unit Economic Balance, the Percentage Interest of such LTIP Unitholder with respect to its LTIP Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.01(b) to equal such LTIP Unitholder’s Percentage Interest with respect to its LTIP Units multiplied by a fraction, the numerator of which is such LTIP Unitholder’s Average LTIP Economic Capital Account Balance, and the denominator of which is the Common Unit Economic Balance. For the avoidance of doubt, any decrease in the Percentage Interest of an LTIP Unitholder with respect to its LTIP Units shall result in a corresponding increase in the Percentage Interests of Members with respect to their Class A Units, Class B Units and/or Class C Units.