Common use of Net Sale Proceeds Clause in Contracts

Net Sale Proceeds. Subject to the other provisions of this Article 5 and to the provisions of Sections 13.2 and 16.3, the General Partner shall cause the Partnership to distribute, on each Distribution Date, Net Sale Proceeds, determined by the General Partner in its sole discretion to the Limited Partners, the Special Limited Partner and the General Partner, as of the applicable Partnership Record Date, as follows: (i) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(i) and Section 5.1(a)(i), an amount such that the Series A Preferred Return has been met with respect to each such Series A Redeemable Preferred Unit; (ii) second, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(ii) and Section 5.1(b)(iii) the amount of their Allocable Capital Contributions with respect to the Real Estate Asset giving rise to such distribution; (iii) third, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iii) and Section 5.1(b)(ii) cumulative amounts equal to the sum of the aggregate Allocable Capital Contributions made by such Partners for all Realized Investments; (iv) fourth, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iv) an amount equal to the sum of the Allocable Expenses with respect to all Realized Investments, including the Realized Investment giving rise to such distribution; (v) fifth, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(v) and Section 5.1(b)(vi)(B), an amount such that the Priority Return has been met with respect to the Allocable Capital Contributions and Allocable Expenses distributed pursuant to Sections 5.1(b)(ii), 5.1(b)(iii) and 5.1(b)(iv); and (vi) sixth, (A) fifteen percent (15%) to the Special Limited Partner, and (B) eighty-five percent (85%) to be further distributed as follows: (1) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(vi)(B)(1), an amount such that the aggregate Capital Contributions made by such Partners with respect to such Series A Redeemable Preferred Units have been returned; and (2) thereafter, 100% among all Partners holding GP Units, Class A Units and/or Class B Units in proportion to their respective Percentage Interests.

Net Sale Proceeds. Subject to the other provisions of this Article 5 and to the provisions of Sections 13.2 13.2, 16.3 and 16.318.3, the General Partner shall cause the Partnership to distribute, on each Distribution Date, Net Sale Proceeds, determined by the General Partner in its sole discretion to the Limited Partners, the Special Limited Partner Partners and the General Partner, as of the applicable Partnership Record Date, as follows: (i) first, 100% to the Partners holding Series A Redeemable Preferred Units, Series M Redeemable Preferred Units, Series M1 Redeemable Preferred Units and/or Series A1 Redeemable Preferred Units pro rata and pari passu in proportion to their respective Percentage Interests relative accrued but unpaid Preferred Returns until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(i) and Section 5.1(a)(i), an amount such that (A) the Series A Preferred Return has been met with respect to each such Series A Redeemable Preferred Unit, (B) the Series M Preferred Return has been met with respect to each such Series M Redeemable Preferred Unit, (C) the Series M1 Preferred Return has been met with respect to each such Series M1 Redeemable Preferred Unit, and (D) the Series A1 Preferred Return has been met with respect to each such Series A1 Redeemable Preferred Unit; provided, however, that if on a Distribution Date there is both Cash Available for Distribution and Net Sales Proceeds to be distributed, the Partners holding Series A Redeemable Preferred Units, Series M Redeemable Preferred Units, Series M1 Redeemable Preferred Units and/or Series A1 Redeemable Preferred Units first shall receive distributions of Cash Available for Distribution pursuant to Section 5.1(a)(i) in order to satisfy the Series A Preferred Return, Series M Preferred Return, the Series M1 Preferred Return and/or Series A1 Preferred Return, and then distributions of Net Sales Proceeds pursuant to this Section 5.1(b)(i); (ii) second, 100% to the Partners holding GP Units and Class A Units pro rata and pari passu in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(ii) and Section 5.1(b)(iii) the amount of their the Allocable Capital Contributions Contribution with respect to the Real Estate Asset giving rise to such distribution; (iii) third, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iii) pro rata and Section 5.1(b)(ii) cumulative amounts equal to the sum of the aggregate Allocable Capital Contributions made by such Partners for all Realized Investments; (iv) fourth, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iv) an amount equal to the sum of the Allocable Expenses with respect to all Realized Investments, including the Realized Investment giving rise to such distribution; (v) fifth, 100% to the Partners holding GP Units and Class A Units pari passu in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(v5.1(b)(iii) and Section 5.1(b)(vi)(B5.1(a)(ii), an amount such that the Priority Return has been met with respect to the Allocable Capital Contributions and Allocable Expenses distributed Contribution for the Real Estate Asset giving rise to such distribution; provided, however, that distributions pursuant to Sections 5.1(b)(ii), Section 5.1(a)(ii) shall be taken into account for purposes of this Section 5.1(b)(iii) and 5.1(b)(iv)to the extent they relate directly to the operation of the Real Estate Asset giving rise to such distribution; and (viiv) sixthfourth, (A) fifteen percent (15%) to the Special Limited Partner, and (B) eighty-five percent (85%) to be further distributed as follows: (1) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(vi)(B)(1), an amount such that the aggregate Capital Contributions made by such Partners with respect to such Series A Redeemable Preferred Units have been returned; and (2) thereafter, 100% among all Partners holding GP Units, and Class A Units and/or Class B Units pro rata and pari passu in proportion to their respective Percentage Interests. The General Partner shall be entitled to make adjustments, in its sole and reasonable discretion, to the amounts distributable pursuant to this Section 5.1(b), to the extent a Capital Transaction involves the sale of a portion of a Real Estate Asset or multiple Real Estate Assets, in order to carry out the intent of the parties to this Agreement with respect to this Section 5.1(b). 7. Section 5.1(f). The Agreement is further amended to restate in its entirety Section 5.1(f) thereof as follows: Notwithstanding anything to the contrary in this Agreement, in the event of a redemption of any Series A Redeemable Preferred Units, Series M Redeemable Preferred Units, Series M1 Redeemable Preferred Units and/or Series A1 Redeemable Preferred Units for cash in accordance with the provisions of Section 16.3 and Section 18.3, Section 19.3, and Section 20.3 prior to any further distributions pursuant to Sections 5.1(a) and 5.1(b), the General Partner may, in its sole discretion, cause the Partnership to distribute an amount of Cash Available for Distribution and/or Net Sale Proceeds, to the extent available, in order to redeem such Series A Redeemable Preferred Units, Series M Redeemable Preferred Units, Series M1 Redeemable Preferred Units and/or Series A1 Redeemable Preferred Units.

Net Sale Proceeds. Subject to the other provisions of this Article 5 and to the provisions of Sections 13.2 and 16.3, the General Partner shall cause the Partnership to distribute, on each Distribution Date, Net Sale Proceeds, determined by the General Partner in its sole discretion to the Limited Partners, the Special Limited Partner and the General Partner, as of the applicable Partnership Record Date, as follows: (i) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to their respective Percentage Interests relative accrued but unpaid Preferred Returns until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(i) and Section 5.1(a)(i), an amount such that the Series A Preferred Return has been met with respect to each such Series A Redeemable Preferred Unit; provided, that if on a Distribution Date there is both Cash Available for Distribution and Net Sales Proceeds to be distributed, the Partners holding Series A Redeemable Preferred Units first shall receive distributions of Cash Available for Distribution pursuant to Section 5.1(a)(i) in order to satisfy the Series A Preferred Return, and then distributions of Net Sales Proceeds pursuant to this Section 5.1(b)(i); (ii) second, 100% to the Partners holding GP Units and Class A Units pro rata and pari passu in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(ii) and Section 5.1(b)(iii) the amount of their Allocable the Net Invested Capital Contributions with respect to the Real Estate Asset giving rise to such distribution; (iii) third, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iii) pro rata and Section 5.1(b)(ii) cumulative amounts equal to the sum of the aggregate Allocable Capital Contributions made by such Partners for all Realized Investments; (iv) fourth, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iv) an amount equal to the sum of the Allocable Expenses with respect to all Realized Investments, including the Realized Investment giving rise to such distribution; (v) fifth, 100% to the Partners holding GP Units and Class A Units pari passu in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(v5.1(b)(iii) and Section 5.1(b)(vi)(B5.1(a)(ii), an amount such that the Priority Return has been met with respect to the Allocable Capital Contributions and Allocable Expenses distributed Contribution for the Real Estate Asset giving rise to such distribution; provided, that distributions pursuant to Sections 5.1(b)(ii), Section 5.1(a)(ii) shall be taken into account for purposes of this Section 5.1(b)(iii) and 5.1(b)(iv)to the extent they relate directly to the operation of the Real Estate Asset giving rise to such distribution; and (viiv) sixthfourth, (A) fifteen percent (15%) to the Special Limited Partner, and (B) eighty-five percent (85%) to be further distributed as follows: (1) first, 100% to the Partners holding Series A Redeemable Preferred GP Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(vi)(B)(1), an amount such that the aggregate Capital Contributions made by such Partners with respect to such Series A Redeemable Preferred Units have been returned; and (2) thereafter, 100% among all Partners holding GP Units, and Class A Units and/or Class B Units pro rata and pari passu in proportion to their respective Percentage Interests. The General Partner shall be entitled to make adjustments, in its sole and reasonable discretion, to the amounts distributable pursuant to this Section 5.1(b), to the extent a Capital Transaction involves the sale of a portion of a Real Estate Asset or multiple Real Estate Assets, in order to carry out the intent of the parties to this Agreement with respect to this Section 5.1(b).

Net Sale Proceeds. Subject to the other provisions of this Article 5 and to the provisions of Sections 13.2 13.2, 16.3 and 16.318.3, the General Partner shall cause the Partnership to distribute, on each Distribution Date, Net Sale Proceeds, determined by the General Partner in its sole discretion to the Limited Partners, the Special Limited Partner Partners and the General Partner, as of the applicable Partnership Record Date, as follows: (i) first, 100% to the Partners holding Series A Redeemable Preferred Units and/or Series M Redeemable Preferred Units pro rata and pari passu in proportion to their respective Percentage Interests relative accrued but unpaid Preferred Returns until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(i) and Section 5.1(a)(i), an amount such that (A) the Series A Preferred Return has been met with respect to each such Series A Redeemable Preferred Unit, and (B) the Series M Preferred Return has been met with respect to each such Series M Redeemable Preferred Unit; provided, however, that if on a Distribution Date there is both Cash Available for Distribution and Net Sales Proceeds to be distributed, the Partners holding Series A Redeemable Preferred Units and/or Series M Redeemable Preferred Units first shall receive distributions of Cash Available for Distribution pursuant to Section 5.1(a)(i) in order to satisfy the Series A Preferred Return and/or Series M Preferred Return, and then distributions of Net Sales Proceeds pursuant to this Section 5.1(b)(i); (ii) second, 100% to the Partners holding GP Units and Class A Units pro rata and pari passu in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(ii) and Section 5.1(b)(iii) the amount of their the Allocable Capital Contributions Contribution with respect to the Real Estate Asset giving rise to such distribution; (iii) third, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iii) pro rata and Section 5.1(b)(ii) cumulative amounts equal to the sum of the aggregate Allocable Capital Contributions made by such Partners for all Realized Investments; (iv) fourth, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iv) an amount equal to the sum of the Allocable Expenses with respect to all Realized Investments, including the Realized Investment giving rise to such distribution; (v) fifth, 100% to the Partners holding GP Units and Class A Units pari passu in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(v5.1(b)(iii) and Section 5.1(b)(vi)(B5.1(a)(ii), an amount such that the Priority Return has been met with respect to the Allocable Capital Contributions and Allocable Expenses distributed Contribution for the Real Estate Asset giving rise to such distribution; provided, however, that distributions pursuant to Sections 5.1(b)(ii), Section 5.1(a)(ii) shall be taken into account for purposes of this Section 5.1(b)(iii) and 5.1(b)(iv)to the extent they relate directly to the operation of the Real Estate Asset giving rise to such distribution; and (viiv) sixthfourth, (A) fifteen percent (15%) to the Special Limited Partner, and (B) eighty-five percent (85%) to be further distributed as follows: (1) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(vi)(B)(1), an amount such that the aggregate Capital Contributions made by such Partners with respect to such Series A Redeemable Preferred Units have been returned; and (2) thereafter, 100% among all Partners holding GP Units, and Class A Units and/or Class B Units pro rata and pari passu in proportion to their respective Percentage Interests. The General Partner shall be entitled to make adjustments, in its sole and reasonable discretion, to the amounts distributable pursuant to this Section 5.1(b), to the extent a Capital Transaction involves the sale of a portion of a Real Estate Asset or multiple Real Estate Assets, in order to carry out the intent of the parties to this Agreement with respect to this Section 5.1(b). 7. Section 5.1(f). The Agreement is further amended to restate in its entirety Section 5.1(f) thereof as follows: Notwithstanding anything to the contrary in this Agreement, in the event of a redemption of any Series A Redeemable Preferred Units and/or Series M Redeemable Preferred Units for cash in accordance with the provisions of Section 16.3 and Section 18.3, prior to any further distributions pursuant to Sections 5.1(a) and 5.1(b), the General Partner may, in its sole discretion, cause the Partnership to distribute an amount of Cash Available for Distribution and/or Net Sale Proceeds, to the extent available, in order to redeem such Series A Redeemable Preferred Units and/or Series M Redeemable Preferred Units.

Net Sale Proceeds. Subject to the other provisions of this Article 5 and to the provisions of Sections 13.2 and 16.3, the General Partner shall cause the Partnership to distribute, on each Distribution Date, Net Sale Proceeds, determined by the General Partner in its sole discretion to the Limited Partners, the Special Limited Partner Partners and the General Partner, as of the applicable Partnership Record Date, as follows: (i) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to their respective Percentage Interests relative accrued but unpaid Preferred Returns until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(i) and Section 5.1(a)(i), an amount such that the Series A Preferred Return has been met with respect to each such Series A Redeemable Preferred Unit; provided, however, that if on a Distribution Date there is both Cash Available for Distribution and Net Sales Proceeds to be distributed, the Partners holding Series A Redeemable Preferred Units first shall receive distributions of Cash Available for Distribution pursuant to Section 5.1(a)(i) in order to satisfy the Series A Preferred Return, and then distributions of Net Sales Proceeds pursuant to this Section 5.1(b)(i); (ii) second, 100% to the Partners holding GP Units and Class A Units pro rata and pari passu in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(ii) and Section 5.1(b)(iii) the amount of their the Allocable Capital Contributions Contribution with respect to the Real Estate Asset giving rise to such distribution; (iii) third, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iii) pro rata and Section 5.1(b)(ii) cumulative amounts equal to the sum of the aggregate Allocable Capital Contributions made by such Partners for all Realized Investments; (iv) fourth, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iv) an amount equal to the sum of the Allocable Expenses with respect to all Realized Investments, including the Realized Investment giving rise to such distribution; (v) fifth, 100% to the Partners holding GP Units and Class A Units pari passu in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(v5.1(b)(iii) and Section 5.1(b)(vi)(B5.1(a)(ii), an amount such that the Priority Return has been met with respect to the Allocable Capital Contributions and Allocable Expenses distributed Contribution for the Real Estate Asset giving rise to such distribution; provided, that distributions pursuant to Sections 5.1(b)(ii), Section 5.1(a)(ii) shall be taken into account for purposes of this Section 5.1(b)(iii) and 5.1(b)(iv)to the extent they relate directly to the operation of the Real Estate Asset giving rise to such distribution; and (viiv) sixthfourth, (A) fifteen percent (15%) to the Special Limited Partner, and (B) eighty-five percent (85%) to be further distributed as follows: (1) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(vi)(B)(1), an amount such that the aggregate Capital Contributions made by such Partners with respect to such Series A Redeemable Preferred Units have been returned; and (2) thereafter, 100% among all Partners holding GP Units, and Class A Units and/or Class B Units pro rata and pari passu in proportion to their respective Percentage Interests. The General Partner shall be entitled to make adjustments, in its sole and reasonable discretion, to the amounts distributable pursuant to this Section 5.1(b), to the extent a Capital Transaction involves the sale of a portion of a Real Estate Asset or multiple Real Estate Assets, in order to carry out the intent of the parties to this Agreement with respect to this Section 5.1(b).

Net Sale Proceeds. Subject to the other provisions of this Article 5 and to the provisions of Sections 13.2 13.2, 16.3 and 16.317.4, the General Partner shall cause the Partnership to distribute, on each Distribution Date, Net Sale Proceeds, determined by the General Partner in its sole discretion to the Limited Partners, the Special Limited Partner and the General Partner, as of the applicable Partnership Record Date, as follows: (i) first, 100% to the Partners holding Series A Redeemable Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their respective Percentage Interests relative accrued but unpaid Preferred Returns until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(i) and Section 5.1(a)(i), an amount such that (A) the Series A Preferred Return has been met with respect to each such Series A Redeemable Preferred Unit;, and (B) the Series B Preferred Return has been met with respect to each such Series B Preferred Unit; provided, that if on a Distribution Date there is both Cash Available for Distribution and Net Sales Proceeds to be distributed, the Partners holding Series A Redeemable Preferred Units and/or Series B Preferred Units first shall receive distributions of Cash Available for Distribution pursuant to Section 5.1(a)(i) in order to satisfy the Series A Preferred Return and/or Series B Preferred Return, and then distributions of Net Sales Proceeds pursuant to this Section 5.1(b)(i). (ii) second, 100% to the Partners holding GP Units and Class A Units pro rata and pari passu in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(ii) and Section 5.1(b)(iii) the amount of their Allocable Capital Contributions with respect to the Real Estate Asset giving rise to such distribution; (iii) third, 100% to the Partners holding GP Units and Class A Units pro rata and pari passu in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iii) and Section 5.1(b)(ii) cumulative amounts equal to the sum of the aggregate Allocable Capital Contributions made by such Partners for all Realized Investments; (iv) fourth, 100% to the Partners holding GP Units and Class A Units pro rata and pari passu in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iv) an amount equal to the sum of the Allocable Expenses with respect to all Realized Investments, including the Realized Investment giving rise to such distribution; (v) fifth, 100% to the Partners holding GP Units and Class A Units pro rata and pari passu in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(v) and Section 5.1(b)(vi)(B), an amount such that the Priority Return has been met with respect to the Allocable Capital Contributions and Allocable Expenses distributed pursuant to Sections 5.1(b)(ii), 5.1(b)(iii) and 5.1(b)(iv); and (vi) sixth, (A) fifteen percent (15%) to the Special Limited Partner, and (B) eighty-five percent (85%) to be further distributed as follows: (1) first, 100% to the Partners holding Series A Redeemable Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their respective Percentage Interests relative number of Series A Redeemable Preferred Units and/or Series B Preferred Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(vi)(B)(1), an amount such that (x) the aggregate Capital Contributions made by such Partners with respect to such Series A Redeemable Preferred Units have been returned, and (y) the aggregate Capital Contributions made by such Partners with respect to such Series B Preferred Units have been returned; and (2) thereafter, 100% among all Partners holding GP Units, Class A Units and/or Class B Units in proportion to their respective Percentage Interests.