Common use of Distributions of Proceeds of Partnership Investments Clause in Contracts

Distributions of Proceeds of Partnership Investments. (a) Subject to Sections 5.03(b)(iii)(C), Section 5.05, 6.03 and Section 6.05(c), the Investment Percentage of any Proceeds from any Partnership Investment attributable to any Limited Partner shall be distributed as follows: (iv) and (v) For purposes of the foregoing determinations, and of allocations to the General Partner pursuant to Section 6.07, distributions pursuant to Section 9.04 shall be deemed to be made under the applicable clauses of this Section 6.02(a). Any value-added tax incurred by the Partnership with respect to Carried Interest shall be credited against distributions of Carried Interest that the General Partner would otherwise have received pursuant to this Section 6.02(a). (b) For purposes of determining under Section 6.02(a) how the Proceeds of any Partnership Investment are distributed among the Partners: (i) References to a Limited Partner’s Capital Contributions shall include such amounts contributed pursuant to any Corresponding Provisions, except in the case of any Host Limited Partner (unless a REIT Event shall have occurred, in which case such amount contributed by such Host Limited Partner pursuant to any Corresponding Provisions shall be included); and (ii) References to amounts of cumulative distributions received by a Limited Partner pursuant to Section 6.02(a) shall include such amounts received under any Corresponding Provisions, except in the case of any Host Limited Partner (unless a REIT Event shall have occurred, in which case such amount received by such Host Limited Partner pursuant to any Corresponding Provisions shall be included). For the avoidance of doubt, it is understood that Proceeds realized by the Partnership are distributed among the Partners pursuant to this Article 6 and net cash flow realized by the TRS CV shall be distributed pursuant to the Corresponding Provision. (c) Subject to Sections 6.03 and 6.05, the Investment Percentage of such Proceeds attributable to the General Partner shall be distributed 100% to the General Partner. The General Partner may, at its discretion, cause the Partnership to retain any such amount or any other amount otherwise distributable to the General Partner under this Agreement for distribution at such later date as the General Partner shall determine, provided that (i) all income received as a result of the investment of such retained amounts and all taxes on that income shall be for the account of the General Partner, (ii) the Partnership shall make such special allocations and distributions as necessary to give effect to this proviso, and (iii) such retained amounts shall be considered to have been received by the General Partner for purposes of Section 6.07.

Distributions of Proceeds of Partnership Investments. (a) Subject to Sections 5.03(b)(iii)(C), Section 5.05, 6.03 Section 6.03. and Section 6.05(c)6.05, the Investment Percentage of any Proceeds from any Partnership Investment attributable to any Limited Partner shall be distributed as follows: (iv) and (v) For purposes of the foregoing determinations, and of allocations to the General Partner pursuant to Section 6.07, distributions pursuant to Section 9.04 shall be deemed to be made under the applicable clauses of this Section 6.02(a). Any value-added tax incurred by the Partnership with respect to Carried Interest shall be credited against distributions of Carried Interest that the General Partner would otherwise have received pursuant to this Section 6.02(a). (b) For purposes of determining under Section 6.02(a) how the Proceeds of any Partnership Investment are distributed among the Partners: (i) References to a Limited Partner’s Capital Contributions shall include such amounts contributed pursuant to any Corresponding Provisions, except in the case of any Host Limited Partner (unless a REIT Event shall have occurred, in which case such amount contributed by such Host Limited Partner pursuant to any Corresponding Provisions shall be included); and (ii) References to amounts of cumulative distributions received by a Limited Partner pursuant to Section 6.02(a) shall include such amounts received under any Corresponding Provisions, except in the case of any Host Limited Partner (unless a REIT Event shall have occurred, in which case such amount received by such Host Limited Partner pursuant to any Corresponding Provisions shall be included). For the avoidance of doubt, it is understood that Proceeds realized by the Partnership are distributed among the Partners pursuant to this Article 6 and net cash flow realized by the TRS CV shall be distributed pursuant to the Corresponding Provision. (c) Subject to Sections 6.03 and 6.05, the Investment Percentage of such Proceeds attributable to the General Partner shall be distributed 100% to the General Partner. The General Partner may, at its discretion, cause the Partnership to retain any such amount or any other amount otherwise distributable to the General Partner under this Agreement for distribution at such later date as the General Partner shall determine, provided that (i) all income received as a result of the investment of such retained amounts and all taxes on that income shall be for the account of the General Partner, (ii) the Partnership shall make such special allocations and distributions as necessary to give effect to this proviso, and (iii) such retained amounts shall be considered to have been received by the General Partner for purposes of Section 6.07.

Distributions of Proceeds of Partnership Investments. (a) Subject to Sections 5.03(b)(iii)(C), Section 5.05, Section 6.03 and Section 6.05(c), with respect to any Fund, the Investment Percentage of any Proceeds (other than Proceeds paid to a Partner or its Affiliates with respect to Direct Loans) from any Partnership Investment belonging or being attributable to such Fund and attributable to any Limited Partner having an interest in such Fund shall be distributed as follows: (iv) and (vii) For purposes of the foregoing determinations, and of allocations to the General Partner pursuant to Section 6.07, distributions pursuant to Section 9.04 shall be deemed to be made under the applicable clauses of this Section 6.02(a). Any value-added tax incurred by the Partnership with respect to Carried Interest shall be credited against distributions of deducted from Carried Interest that the General Partner would otherwise have received pursuant to this Section 6.02(a). (b) For purposes of determining under Section 6.02(a) how the Proceeds of any Partnership Investment are distributed among the Partners: (i) References to a Limited Partner’s Capital Contributions shall include such amounts contributed pursuant to any Corresponding Provisions, except in the case of any Host Limited Partner (unless a REIT Event shall have occurred, in which case such amount contributed by such Host Limited Partner pursuant to any Corresponding Provisions shall be included); and (ii) References to amounts of cumulative distributions received by a Limited Partner pursuant to Section 6.02(a) shall include such amounts received under any Corresponding Provisions, except in the case of any Host Limited Partner (unless a REIT Event shall have occurred, in which case such amount received by such Host Limited Partner pursuant to any Corresponding Provisions shall be included)received. For the avoidance of doubt, it is understood that Proceeds realized the interest and principal payments received by the Partnership are distributed among the Partners pursuant to this Article 6 and net cash flow realized by the TRS CV shall be distributed a Partner pursuant to the Corresponding Provisionterms of any Direct Loan Note shall be included and taken into account in determining for such Partner the amount of cumulative distributions of Proceeds with respect to such Fund, including for determining the return for purposes of Schedules D-1 and D-2. (cb) Subject to Sections 6.03 and 6.05, the Investment Percentage of such Proceeds (other than Proceeds paid to a Partner or its Affiliates with respect to Direct Loans) attributable to the General Partner shall be distributed 100% to the General Partner. The General Partner may, at its discretion, cause the Partnership to retain any such amount or any other amount otherwise distributable to the General Partner under this Agreement for distribution at such later date as the General Partner shall determine, provided that (i) all income received as a result of the investment of such retained amounts and all taxes on that income shall be for the account of the General Partner, (ii) the Partnership shall make such special *Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. #10338536v8 allocations and distributions as necessary to give effect to this proviso, and (iii) such retained amounts shall be considered to have been received by the General Partner for purposes of Section 6.07. For the avoidance of doubt, the interest and principal payments received by a Partner pursuant to the terms of any Direct Loan Note shall be included and taken into account in determining for such Partner the amount of cumulative distributions of Proceeds with respect to such Fund, including for determining the return for purposes of Schedules D-1 and D-2. In addition, in the event that a Partnership Investment was funded by Direct Loans, to the extent necessary to permit the Fund to distribute to the General Partner the amount, if any, that the General Partner would have received pursuant to this Section 6.02 (including, for the avoidance of doubt, liquidating distributions made pursuant to Article 9 that are made in accordance with Section 6.02) had such Partnership Investment been funded through Capital Contributions made in the form of equity contributions rather than through Direct Loans, each Partner shall, at the General Partner’s direction, contribute to the Partnership for the accounts of the relevant Fund any payments received by it or its Affiliate in respect of a Direct Loan up to the amount of such Partner’s pro rata share (based on such Partner’s Investment Percentage in such Fund) of such amount to be distributed by the Fund to the General Partner.

Distributions of Proceeds of Partnership Investments. (a) Subject to Sections 5.03(b)(iii)(C), Section 5.05, Section 6.03 and Section 6.05(c), with respect to any Fund, the Investment Percentage of any Proceeds (other than Proceeds paid to a Partner or its Affiliates with respect to Direct Loans) from any Partnership Investment belonging or being attributable to such Fund and attributable to any Limited Partner having an interest in such Fund shall be distributed as follows: (iv) and (vii) For purposes of the foregoing determinations, and of allocations to the General Partner pursuant to Section 6.07, distributions pursuant to Section 9.04 shall be deemed to be made under the applicable clauses of this Section 6.02(a). Any value-added tax incurred by the Partnership with respect to Carried Interest shall be credited against distributions of deducted from Carried Interest that the General Partner would otherwise have received pursuant to this Section 6.02(a). (b) For purposes of determining under Section 6.02(a) how the Proceeds of any Partnership Investment are distributed among the Partners: (i) References to a Limited Partner’s Capital Contributions shall include such amounts contributed pursuant to any Corresponding Provisions, except in the case of any Host Limited Partner (unless a REIT Event shall have occurred, in which case such amount contributed by such Host Limited Partner pursuant to any Corresponding Provisions shall be included); and (ii) References to amounts of cumulative distributions received by a Limited Partner pursuant to Section 6.02(a) shall include such amounts received under any Corresponding Provisions, except in the case of any Host Limited Partner (unless a REIT Event shall have occurred, in which case such amount received by such Host Limited Partner pursuant to any Corresponding Provisions shall be included)received. For the avoidance of doubt, it is understood that Proceeds realized the interest and principal payments received by the Partnership are distributed among the Partners pursuant to this Article 6 and net cash flow realized by the TRS CV shall be distributed a Partner pursuant to the Corresponding Provisionterms of any Direct Loan Note shall be included and taken into account in determining for such Partner the amount of cumulative distributions of Proceeds with respect to such Fund, including for determining the return for purposes of Schedules D-1 and D-2. (cb) Subject to Sections 6.03 and 6.05, the Investment Percentage of such Proceeds (other than Proceeds paid to a Partner or its Affiliates with respect to Direct Loans) attributable to the General Partner shall be distributed 100% to the General Partner. The General Partner may, at its discretion, cause the Partnership to retain any such amount or any other amount otherwise distributable to the General Partner under this Agreement for distribution at such later date as the General Partner shall determine, provided that (i) all income received as a result of the investment of such retained amounts and all taxes on that income shall be for the account of the General Partner, (ii) the Partnership shall make such special #10338536v8 allocations and distributions as necessary to give effect to this proviso, and (iii) such retained amounts shall be considered to have been received by the General Partner for purposes of Section 6.07. For the avoidance of doubt, the interest and principal payments received by a Partner pursuant to the terms of any Direct Loan Note shall be included and taken into account in determining for such Partner the amount of cumulative distributions of Proceeds with respect to such Fund, including for determining the return for purposes of Schedules D-1 and D-2. In addition, in the event that a Partnership Investment was funded by Direct Loans, to the extent necessary to permit the Fund to distribute to the General Partner the amount, if any, that the General Partner would have received pursuant to this Section 6.02 (including, for the avoidance of doubt, liquidating distributions made pursuant to Article 9 that are made in accordance with Section 6.02) had such Partnership Investment been funded through Capital Contributions made in the form of equity contributions rather than through Direct Loans, each Partner shall, at the General Partner’s direction, contribute to the Partnership for the accounts of the relevant Fund any payments received by it or its Affiliate in respect of a Direct Loan up to the amount of such Partner’s pro rata share (based on such Partner’s Investment Percentage in such Fund) of such amount to be distributed by the Fund to the General Partner.