Net Capital Proceeds. Within a reasonable time after the occurrence of a Capital Transaction, the Board shall determine the amount of Net Capital Proceeds available for distribution, if any, and shall distribute Net Capital Proceeds in the following manner and/or order of priority: (i) First, to the extent that the Capital Account balances of the Members are not in proportion to their relative ownership of Units, funds shall be distributed to those Members with Capital Account balances that are proportionately higher than their relative ownership of Units, in portion to such excess Capital Account balances, until all Capital Account balances have been brought into proportion with the Members’ relative ownership of Units; and (ii) Thereafter, funds shall be distributed among the Members in proportion to their relative ownership of Units. For the sake of clarity, as a result of clause (i) above, Members who hold Incentive Units will not receive any distributions with respect to Incentive Units until the Profits Interest Hurdle applicable to such Incentive Units has been reached.

Net Capital Proceeds. Upon the occurrence of a Capital Event, except as provided below in this Section 6.4(c), all Net Capital Proceeds shall be distributed as follows (unless such Capital Event results in the dissolution and winding up of the Company, then in accordance with Section 8.3): (i) First, to pay any unpaid Preferred Member Expenses; (ii) Second, to Preferred Member until it receives payment in full of the Redemption Amount; and (iii) Third, thereafter, the balance to Common Member. Common Member and Broad Street shall cause all Broad Street Parties to distribute Net Capital Proceeds to the Company within five (5) days of receipt. Notwithstanding the foregoing provisions of this Section 6.4(c), so long as no Trigger Event has occurred, upon the closing of each of the New Highlandtown Mortgage Loan, New Spotswood Mortgage Loan, New Xxxxxxxx Mortgage Loan and any refinancing of the Xxxxx Station Plaza Mortgage Loan pursuant to the terms and conditions hereof, any Net Capital Proceeds that would otherwise be required to be distributed pursuant to this Section 6.4(c) (“Special Refi Proceeds”) may instead be deposited by the Common Member into the TI/LC CapEx Reserve and applied in accordance with the provisions of Section 4.7(b).

Net Capital Proceeds. Subject to the provisions of this Article V, Net Capital Proceeds shall be distributed to the Members as follows: 5230180v8 (i) First, to the Class A Members until the Class A Members’ Unreturned Capital Contributions have been reduced to zero, shared between the Class A Members pro rata in accordance with each Class A Member’s Unreturned Capital Contributions; and (ii) Thereafter, to the Members in accordance with their respective Percentage Interests.

Net Capital Proceeds. Within fifteen (15) days after the Company’s receipt of proceeds of a Major Capital Transaction other than a Liquidating Capital Transaction, the Managing Member shall determine Net Capital Proceeds of such Major Capital Transaction and shall cause the same to be distributed to the Members in the following proportions and order of priority: (a) First, to the Members in proportion to their Unreturned Capital Contributions until the cumulative distributions to each Member pursuant to this Section 4.2(a) equal each such Member’s aggregate Capital Contributions; and (b) The balance to the Members in proportion to their Percentage Interests.

Net Capital Proceeds. The sum of: (a) all net proceeds in the form of cash received by the Company in connection with any financing or refinancing by the Company; (b) any Capital Contributions in the form of cash made to the Company (including without limitation Reinvested Distributions); (c) any repayments of principal amounts by borrowers under loans made by the Company; (d) any insurance proceeds from a casualty to any Company Asset or payable to the Company as an additional insured or loss payee under casualty insurance policies on any real properties securing loans made by the Company (net of any amounts to be used to restore or rebuild the property destroyed); and (e) any net proceeds received by the Company in the form of cash or other consideration from the sale, condemnation or other disposition of any Company Assets, provided, however, that, in the case of any sale or other disposition of a Foreclosed Property, such net proceeds shall only be considered to be Net Capital Proceeds to the extent, if any, of any Foreclosed Property Gain realized by the Company upon such sale or other disposition; (f) all costs and expenses (or estimates thereof) incurred by the Company that the Manager in its sole and absolute discretion determines are properly related to or associated with the transaction or event giving rise to such proceeds; (g) such portions thereof as the Manager determines are to be retained by the Company be used to make new Company loans; and (h) such reserves as may be established by the Manager in its sole and absolute discretion to provide for the payment of any existing or future debts or contingent liabilities of the Company.

Net Capital Proceeds. Net Capital Proceeds" shall refer to the net cash proceeds received by the Company from a Capital Transaction, less any portion thereof used to establish reserves for expenses, obligations, and contingencies of the Company as determined by the Manager. Net Capital Proceeds shall include all principal and interest payments on any debt obligations received by the Company in any Capital Transaction. Upon the Manager’s consent, Net Capital Proceeds shall be distributed and applied by the Company in the following order and priority: 5.4.1 To the payment of debts and liabilities of the Company then due and outstanding (including all debts due to any Member); then 5.4.2 The balance shall be distributed to the Members in accordance with their Percentage Interest.

Related to Net Capital Proceeds

Working Capital Trust Account Proceeds Upon consummation of the Offering, $250,000 of the proceeds from the sale of the Firm Units will be released to the Company to fund the working capital requirements of the Company, and the remainder of the proceeds from the sale of the Firm Units will be deposited into the Trust Account and held pursuant to the terms of the Trust Agreement.
Sale Proceeds The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.
Net Sales Proceeds In the case of a transaction described in clause (A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in the last sentence of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one or more Assets within 180 days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes, or other property or securities) that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Company. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.
Cash Proceeds In addition to the rights of the Collateral Agent specified in Section 4.3 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii), be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.
Gross Proceeds The aggregate purchase price of all Shares sold for the account of the Company through all Offerings, without deduction for Sales Commissions, volume discounts, any marketing support and due diligence expense reimbursement or Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Sales Commissions are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction.
Distributions of Available Cash from Capital Surplus Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, to the General Partner and the Unitholders, Pro Rata, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.
Reserve Account Draw Amount On or before two Business Days before a Payment Date, the Servicer will calculate the Reserve Account Draw Amount for the Payment Date and will direct the Indenture Trustee to withdraw from the Reserve Account and deposit the Reserve Account Draw Amount into the Collection Account on or before the Payment Date.
Funding Amount “Funding Amount” means an amount not to exceed Three Hundred Thousand Dollars ($300,000.00) of tax increment finance revenues to be used for paying the costs associated with the construction, equipping, inspection, and delivery of the Local Public Improvements.
Excess Cash Flow In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.
Trust Account Proceeds Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

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