Common use of Distributions to Series LH Partners Clause in Contracts

Distributions to Series LH Partners. (a) On the date that the Series AC Distribution, the Series EA Distribution and the Series ME Distribution is made pursuant to Section 6.2(a), Section 6.3(a) and Section 6.4(a), as applicable, the Managing General Partner of the Series LH may, in its sole discretion, cause the Partnership in respect of the Series LH to distribute Pro Rata to the Series LH Partners any cash that is not otherwise required under this Agreement to be distributed to the Partners of any other Series or properly reserved by any other Series in accordance with this Agreement (the “Series LH Distribution”). Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the Series LH shall make any distribution to any Series LH Partner on account of its Series LH Partnership Interest if such distribution would violate the Delaware Act or other applicable law. (b) Notwithstanding Section 6.5(a), in the event of the dissolution and liquidation of the Partnership or the termination of the Series LH, all cash receipts received during or after the Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 11.3. (c) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series AC Distribution Amount is less than zero, then the Series AC Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series AC Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series AC Partners. (d) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series EA Distribution Amount is less than zero, then the Series EA Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series EA Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series EA Partners. (e) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series ME Distribution Amount is less than zero, then the Series ME Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series ME Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series ME Partners.

Distributions to Series LH Partners. (a) On the date that the Series AC Distribution, the Distribution and Series EA Distribution and the Series ME Distribution is made pursuant to Section 6.2(a), Section 6.3(a) and Section 6.4(a6.3(a), as applicable, the Managing General Partner of the Series LH may, in its sole discretion, cause the Partnership in respect of the Series LH to distribute Pro Rata to the Series LH Partners any cash that is not otherwise required under this Agreement to be distributed to the Partners of any other Series or properly reserved by any other Series in accordance with this Agreement (the “Series LH Distribution”). Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the Series LH shall make any distribution to any Series LH Partner on account of its Series LH Partnership Interest if such distribution would violate the Delaware Act or other applicable law. (b) Notwithstanding Section 6.5(a6.4(a), in the event of the dissolution and liquidation of the Partnership or the termination of the Series LH, all cash receipts received during or after the Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 11.3. (c) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series AC Distribution Amount is less than zero, then the Series AC Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series AC Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series AC Partners. (d) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series EA Distribution Amount is less than zero, then the Series EA Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series EA Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series EA Partners. (e) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series ME Distribution Amount is less than zero, then the Series ME Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series ME Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series ME Partners.

Distributions to Series LH Partners. (a) On the date that the Series AC Distribution, the Series EA Distribution, the Series ME Distribution and the Series ME L3R Distribution is made pursuant to Section 6.2(a), Section 6.3(a), Section 6.4(a) and Section 6.4(a6.5(a), as applicable, the Managing General Partner of the Series LH may, in its sole discretion, cause the Partnership in respect of the Series LH to distribute Pro Rata to the Series LH Partners any cash that is not otherwise required under this Agreement to be distributed to the Partners of any other Series or properly reserved by any other Series in accordance with this Agreement (the “Series LH Distribution”). Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the Series LH shall make any distribution to any Series LH Partner on account of its Series LH Partnership Interest if such distribution would violate the Delaware Act or other applicable law. (b) Notwithstanding Section 6.5(a6.6(a), in the event of the dissolution and liquidation of the Partnership or the termination of the Series LH, all cash receipts received during or after the Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 11.3. (c) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series AC Distribution Amount is less than zero, then the Series AC Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series AC Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series AC Partners. (d) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series EA Distribution Amount is less than zero, then the Series EA Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series EA Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series EA Partners. (e) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series ME Distribution Amount is less than zero, then the Series ME Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series ME Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series ME Partners. (f) If, for any Quarter (including the Quarter in which the liquidation of the Series LH is completed), the Series L3R Distribution Amount is less than zero, then the Series L3R Partners shall promptly pay to the Series LH Partners Pro Rata in cash an amount equal to the aggregate amount by which the Series L3R Distribution Amount was less than zero. Such payment obligation shall be allocated Pro Rata among the Series L3R Partners.