Common use of Distributions to the Members Clause in Contracts

Distributions to the Members. Subject to Sections 5.03(e), and 5.03(f), at such times and in such amounts as the Managing Member, in its sole discretion, shall determine, distributions shall be made to the Members in proportion to their respective Percentage Interests. For the avoidance of doubt, if the amount to be distributed pursuant to this Section 5.03(b) with respect to any particular distribution pursuant to this Section 5.03(b) would cause the amount of any outstanding Profits Unit’s Participation Threshold to be reduced to zero, then such Profits Unit shall participate in distributions under this Section 5.03(b) on a pro rata basis only after the portion of the amount to be distributed in such distribution that would cause such Profits Unit’s Participation Threshold to be reduced to (but not below) zero has first been distributed to the holders of outstanding Common Units (taking into account outstanding Profits Units that have lesser Participation Thresholds (determined immediately prior to such distribution)). Notwithstanding the foregoing, Participating Profits Units that are not Vested Units shall not be entitled to distributions, provided that (x) any such Participating Profits Units shall not be deemed “issued and outstanding” for purposes of computing Percentage Interests when giving effect to the first sentence of this Section 5.03(b) and (y) with respect to any such Participating Profits Units that subsequently become Vested Units from time to time, on each subsequent distribution date after such Participating Profits Units became Vested Units, the amounts that would otherwise have been distributable in respect of the Common Units and Participating Profits Units under this Section 5.03(b) shall be distributed instead to the holders of the Participating Profits Units that were outstanding and were not Vested Units on the date amounts were previously distributed under this Section 5.03(b) until the amounts previously distributed thereunder (plus any amount previously distributed under this Section 5.03(b)) equal the amounts which otherwise would have been distributable under this Section 5.03(b) if such Participating Profits Units had been Vested Units at the time of such previous distribution.

Distributions to the Members. Subject to Sections Section 5.03(e), ) and 5.03(f(f), at such times and in such amounts as the Managing Member, in its sole discretion, shall determine, distributions shall be made to the Members in proportion to their respective Percentage Interests. For ; provided, however, that notwithstanding anything in this Section 5.03 to the contrary (other than Section 5.03(e) and (f)), (i) no distributions shall be made in respect of any Unvested Units and (ii) distributions shall be made with respect to a vested Profits Unit if and only if (x) such Profits Unit is entitled to distributions in the applicable Vesting Letter and (y) solely to the extent that the aggregate amount of distributions made by the Company in respect of each Common Unit that was outstanding on the date of issuance of such Profits Unit (other than Tax Distributions which have not yet been applied against and reduced amounts that would otherwise be payable to the Members (as described in Section 5.03(e)(iv))) from and after the issuance of any such Profits Unit exceeds the Hurdle Amount of such Profits Unit (and for the avoidance of doubt, such vested Profits Unit shall only be entitled to participate in the portion of any such distribution that constitutes such excess); provided that, if a Profits Unit is a Catch-Up Unit, then the amount Managing Member shall, as promptly as reasonably practicable after the Hurdle Amount of such Catch-Up Unit is satisfied, make adjustments to be distributed distributions pursuant to this Section 5.03(b) with respect to any particular distribution pursuant to this Section 5.03(b) would cause so that the amount holder of any outstanding Profits Unit’s Participation Threshold to be reduced to zerosuch Catch-Up Unit is distributed, then such Profits Unit shall participate in distributions under this Section 5.03(b) on a pro rata basis only after the portion of cumulative basis, the amount to which such Member would have been entitled to in respect of such Catch-Up Unit had the Hurdle Amount not been in effect and to otherwise equitably account for other distributions made by the Company to its Members after the issuance of such Catch-Up Unit and prior to the time that such Hurdle Amount was satisfied. Any amounts that are not distributed to holders of such Unvested Units or Profits Units by virtue of the foregoing proviso shall instead be distributed in such distribution that would cause such Profits Unit’s Participation Threshold to be reduced to (but not below) zero has first been distributed to the holders of outstanding Common Units (taking into account outstanding Profits Units that have lesser Participation Thresholds (determined immediately prior to such distribution)). Notwithstanding the foregoing, Participating Profits Units that are not Vested Units shall not be entitled to distributions, provided that (x) any such Participating Profits Units shall not be deemed “issued and outstanding” for purposes of computing Percentage Interests when giving effect to the first sentence of this Section 5.03(b) and (y) Members in accordance with respect to any such Participating Profits Units that subsequently become Vested Units from time to time, on each subsequent distribution date after such Participating Profits Units became Vested Units, the amounts that would otherwise have been distributable in respect of the Common Units and Participating Profits Units under this Section 5.03(b) shall be distributed instead to the holders of the Participating Profits Units that were outstanding and were not Vested Units on the date amounts were previously distributed under this Section 5.03(b) until the amounts previously distributed thereunder (plus any amount previously distributed under this Section 5.03(b)) equal the amounts which otherwise would have been distributable under this Section 5.03(b) if such Participating Profits Units had been Vested Units at the time of such previous distribution.