Common use of Net Sales Proceeds Clause in Contracts

Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: (i) First, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Units, OP Units and/or Class B Units in proportion to their respective Percentage Interests with respect to such GP Units, OP Units and/or Class B Units; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iii) with respect to a Class B Unit unless such Class B Unit is an Unrestricted Class B Unit; provided further, that to the extent the Average Class B Economic Capital Account Balance of a holder of a Class of Class B Units is less than the OP Unit Economic Balance of the corresponding OP Units, the Percentage Interest of such Partner holding such Class of Class B Units with respect to such Class of Class B Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of Class B Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B Economic Capital Account Balance for such Class of Class B Units, and the denominator of which is the OP Unit Economic Balance of the corresponding OP Units.

Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: (i) First, 100% to the Partners holding GP Units and/or any Class of OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or Class of OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or any Class of OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or Class of OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Units, OP Partnership Units and/or Class B Units pro rata and pari passu in proportion to their each such Partner’s respective Percentage Interests with respect to such GP Units, OP Units and/or Class B UnitsInterest; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iii) with respect to a Class B M Unit unless such Class B M Unit is an Unrestricted Unrestrited Class B M Unit; provided further, that to the extent the Average Class B M Economic Capital Account Balance of a holder of a Class of Class B M Units is less than the OP Unit Economic Balance of the corresponding OP Units, the Percentage Interest of such Partner holding such Class of Class B M Units with respect resepct to such Class of Class B M Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of Class B M Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B M Economic Capital Account Balance for such Class of Class B M Units, and the denominator of which is the OP Unit Economic Balance of the corresponding OP Units.

Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: (i) First, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited PartnerPartner and its assigns, and (B) 85% to be distributed to the Partners holding GP Units, OP Units and/or Class B Units in proportion to their respective Percentage Interests with respect to such GP Units, OP Units and/or Class B Units; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iii) with respect to a Class B Unit unless such Class B Unit is an Unrestricted Class B Unit; provided further, that to the extent the Average Class B Economic Capital Account Balance of a holder of a Class of Class B Units is less than the OP Unit Economic Balance of the corresponding OP Units, the Percentage Interest of such Partner holding such Class of Class B Units with respect to such Class of Class B Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of Class B Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B Economic Capital Account Balance for such Class of Class B Units, and the denominator of which is the OP Unit Economic Balance of the corresponding OP Units.

Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: (i) First, 100% to the Partners holding GP Units and/or and any Class of OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or and Class of OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or and any Class of OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or and Class of OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Units, OP Partnership Units and/or Class B Units pro rata and pari passu in proportion to their each such Partner’s respective Percentage Interests with respect to such GP Units, OP Units and/or Class B UnitsInterest; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iii) with respect to a Class B M Unit unless such Class B M Unit is an Unrestricted Class B M Unit; provided further, that to the extent the Average Class B M Unit Economic Capital Account Balance of a holder of a Class of Class B M Units is less than the OP Unit Economic Balance of the corresponding OP Class A Units, the Percentage Interest of such Partner holding such Class of Class B M Units with respect to such Class of Class B M Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of Class B M Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B M Unit Economic Capital Account Balance for such Class of Class B M Units, and the denominator of which is the OP Unit Economic Balance of the corresponding OP Class A Units.

Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: (i) First, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; (iii) Third, 100% to the Special Limited Partner until its Net Investment Balance is zero; (iv) Fourth, 100% to the Special Limited Partner until it has received in the aggregate, pursuant to this Section 5.1(b)(iv), an amount such that its Priority Return Balance is zero; and (iiiv) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Units, OP Units and/or Class B Units in proportion to their respective Percentage Interests with respect to such GP Units, OP Units and/or Class B Units; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iii) with respect to a Class B Unit unless such Class B Unit is an Unrestricted Class B Unit; provided further, that to the extent the Average Class B Economic Capital Account Balance of a holder of a Class of Class B Units is less than the OP Unit Economic Balance of the corresponding OP Units, the Percentage Interest of such Partner holding such Class of Class B Units with respect to such Class of Class B Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of Class B Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B Economic Capital Account Balance for such Class of Class B Units, and the denominator of which is the OP Unit Economic Balance of the corresponding OP Units.

Net Sales Proceeds. Subject to the other provisions of Sections 5.1(f)this Article V, 5.3, 5.4, 12.2(c) and 13.2, the General Partner shall cause the Partnership to distribute Net Sales Proceeds shall be distributed Proceeds, at such times and in such amounts as follows:are, subject to the terms and conditions of this Agreement, determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period): (i) Firstto the extent that the Cash Available for Distribution distributed to the General Partner pursuant to Section 5.02(a)(i) is less than the sum of (x) (1) the Series A Preferred Return, multiplied by (2) the number of Series A Preferred Units, plus, (y) (1) the Series C Preferred Return, multiplied by (2) the number of Series C Preferred Units, 100% to the Partners holding GP Units and/or OP Units General Partner in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP its capacity as the holder of Preferred Units until the Net Investment Balance aggregate amount distributed or set aside for payment under this Section 5.02(b)(i) and Section 5.02(a)(i) is zero;equal to that sum. (ii) Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Class A Units, OP Units and/or Class B Units or LTIP Units pro rata and pari passu in proportion to their each such Partner’s respective Percentage Interests Interest with respect to such GP Class A Units, OP Units and/or Class B Units or LTIP Units; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iiithat: (1) with respect to a Class B Unit unless such Class B Unit is an Unrestricted Class B Unit; provided further, that to the extent the Average Class B Economic Capital Account Balance of a holder of a Class of Class B Units is less than the OP Class A Unit Economic Balance of the corresponding OP UnitsBalance, the Percentage Interest of such Partner holding such Class of Class B Units with respect to such Class of Class B Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii5.02(b) to equal such Partner’s Percentage Interest with respect to such Class of its Class B Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B Economic Capital Account Balance for such Class of Class B UnitsBalance, and the denominator of which is the OP Class A Unit Economic Balance; (2) to the extent the Average LTIP Economic Capital Account Balance of a holder of LTIP Units is less than the Class A Unit Economic Balance, the Percentage Interest of such Partner holding LTIP Units with respect to such LTIP Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.02(b) to equal such Partner’s Percentage Interest with respect to its LTIP Units multiplied by a fraction, the numerator of which is such Partner’s Average LTIP Economic Capital Account Balance, and the denominator of which is the Class A Unit Economic Balance; and (3) the aggregate amount of distributions of Net Sales Proceeds to the Special Limited Partner pursuant to clause (A) shall not exceed the Listing Amount. For the avoidance of doubt, any decrease in the Percentage Interest of a Partner with respect to its Class B Units or LTIP Units shall result in a corresponding OP Unitsincrease in the Percentage Interests of Partners with respect to their Class A Units (and LTIP Units to the extent such LTIP Units are eligible for conversion pursuant to Section 13.02(b) but have not been converted).” 10. Section 5.02(c) is hereby replaced in its entirety with the following new Section 5.02(c):

Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: (i) First, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited PartnerPartner and its assigns, and (B) 85% to be distributed to the Partners holding GP Units, OP Units and/or Class B Units in proportion to their respective Percentage Interests with respect to such GP Units, OP Units and/or Class B Units; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iii) with respect to a Class B Unit unless such Class B Unit is an Unrestricted Class B Unit; provided further, that to the extent the Average Class B Economic Capital Account Balance of a holder of a Class of Class B Units is less than the OP Unit Economic Balance Xxxx Xxxxxxxx Xxxxxxx of the corresponding OP Units, the Percentage Interest of such Partner holding such Class of Class B Units with respect to such Class of Class B Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of Class B Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B Economic Capital Account Balance for such Class of Class B Units, and the denominator of which is the OP Unit Economic Balance of the corresponding OP Units.

Net Sales Proceeds. Subject to the other provisions of this Article V and to the provisions of Sections 5.1(f14.03, 15.03 and 17.03, the General Partner shall cause the Partnership to distribute Net Sales Proceeds, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: (i) Firstfirst, 100% to the Partners holding GP Series C Preferred Units, Series D Preferred Units and/or Series F Preferred Units pro rata and pari passu in proportion to their relative accrued and unpaid Series C Preferred Return, Series D Preferred Return and/or Series F Preferred Return until such Partners have received in the aggregate, pursuant to this Section 5.02(b)(i) and Section 5.02(a)(i), an amount such that the accrued but unpaid Series C Preferred Return has been paid with respect to each such Series C Preferred Unit, the accrued but unpaid Series D Preferred Return has been paid with respect to each such Series D Preferred Unit and the accrued but unpaid Series F Preferred Return has been paid with respect to each such Series F Preferred Unit; provided, that if there is both Cash Available for Distribution and Net Sales Proceeds to be distributed, the Partners holding Series C Preferred Units, Series D Preferred Units and/or Series F Preferred Units first shall receive distributions of Cash Available for Distribution pursuant to Section 5.02(a)(i) in order to satisfy the Series C Preferred Return, Series D Preferred Return and/or Series F Preferred Return, and then distributions of Net Sales Proceeds pursuant to this Section 5.01(b)(i); and (ii) thereafter, 100% to the Partners holding OP Units, Class B Units and/or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Units, OP Units and/or Class B Units in proportion to their respective Percentage Interests with respect to such GP Units, OP Units and/or Class B LTIP Units; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iiithat: (1) with respect to a Class B Unit unless such Class B Unit is an Unrestricted Class B Unit; provided further, that to the extent the Average Class B Economic Capital Account Balance of a holder of a Class of Class B Units is less than the OP Unit Economic Balance of the corresponding OP UnitsBalance, the Percentage Interest of such Partner holding such Class of Class B Units with respect to such Class of Class B Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii5.02(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of its Class B Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B Economic Capital Account Balance for such Class of Class B UnitsBalance, and the denominator of which is the OP Unit Economic Balance; and (2) to the extent the Average LTIP Economic Capital Account Balance of a holder of LTIP Units is less than the OP Unit Economic Balance, the Percentage Interest of such Partner holding LTIP Units with respect to such LTIP Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.02(b)(iii) to equal such Partner’s Percentage Interest with respect to its LTIP Units multiplied by a fraction, the numerator of which is such Partner’s Average LTIP Economic Capital Account Balance, and the denominator of which is the OP Unit Economic Balance. For the avoidance of doubt, any decrease in the Percentage Interest of a Partner with respect to its Class B Units or LTIP Units shall result in a corresponding increase in the Percentage Interests of Partners with respect to their OP UnitsUnits (and LTIP Units to the extent such LTIP Units are eligible for conversion pursuant to Section 13.02(b) but have not been converted).

Net Sales Proceeds. Subject to the other provisions of this Article V and to the provisions of Sections 5.1(f14.03, 15.03 and 17.03, the General Partner shall cause the Partnership to distribute Net Sales Proceeds, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, determined by the General Partner in its sole and 39 absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: : (i) Firstfirst, 100% to the Partners holding GP Series C Preferred Units, Series D Preferred Units and/or Series F Preferred Units pro rata and pari passu in proportion to their relative accrued and unpaid Series C Preferred Return, Series D Preferred Return and/or Series F Preferred Return until such Partners have received in the aggregate, pursuant to this Section 5.02(b)(i) and Section 5.02(a)(i), an amount such that the accrued but unpaid Series C Preferred Return has been paid with respect to each such Series C Preferred Unit, the accrued but unpaid Series D Preferred Return has been paid with respect to each such Series D Preferred Unit and the accrued but unpaid Series F Preferred Return has been paid with respect to each such Series F Preferred Unit; provided, that if there is both Cash Available for Distribution and Net Sales Proceeds to be distributed, the Partners holding Series C Preferred Units, Series D Preferred Units and/or Series F Preferred Units first shall receive distributions of Cash Available for Distribution pursuant to Section 5.02(a)(i) in order to satisfy the Series C Preferred Return, Series D Preferred Return and/or Series F Preferred Return, and then distributions of Net Sales Proceeds pursuant to this Section 5.01(b)(i); and (ii) thereafter, 100% to the Partners holding OP Units, Class B Units and/or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Units, OP Units and/or Class B Units in proportion to their respective Percentage Interests with respect to such GP Units, OP Units and/or Class B LTIP Units; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iiithat: (1) with respect to a Class B Unit unless such Class B Unit is an Unrestricted Class B Unit; provided further, that to the extent the Average Class B Economic Capital Account Balance of a holder of a Class of Class B Units is less than the OP Unit Economic Balance of the corresponding OP UnitsBalance, the Percentage Interest of such Partner holding such Class of Class B Units with respect to such Class of Class B Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii5.02(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of its Class B Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B Economic Capital Account Balance for such Class of Class B UnitsBalance, and the denominator of which is the OP Unit Economic Balance; and (2) to the extent the Average LTIP Economic Capital Account Balance of a holder of LTIP Units is less than the corresponding OP UnitsUnit Economic Balance, the Percentage Interest of such Partner holding LTIP Units with respect to such LTIP Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.02(b)(iii) to equal such Partner’s Percentage Interest with respect to its LTIP Units multiplied by a fraction, the numerator of which is such Partner’s Average LTIP Economic Capital Account Balance, and the denominator of which is the OP Unit Economic Balance.

Net Sales Proceeds. Subject to the other provisions of this Article V and to the provisions of Sections 5.1(f13.03 and 14.03, the General Partner shall cause the Partnership to distribute Net Sales Proceeds, at such times and in such amounts as are, subject to the terms and conditions of this Agreement, determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds shall be distributed as follows: (i) Firstfirst, 100% to the Partners holding GP Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative accrued and unpaid Series A Preferred Return and/or Series B Preferred Return until such Partners have received in the aggregate, pursuant to this Section 5.02(b)(i) and Section 5.02(a)(i), an amount such that the accrued but unpaid Series A Preferred Return has been paid with respect to each such Series A Preferred Unit and the accrued but unpaid Series B Preferred Return has been paid with respect to each such Series B Preferred Unit; and (ii) thereafter, 100% to the Partners holding OP Units, Manager’s Units, Class B Units and/or LTIP Units pro rata and pari passu in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until the Net Investment Balance is zero; (ii) Second, 100% to the Partners holding GP Units and/or OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such GP Units and/or OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and (iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to be distributed to the Partners holding GP Units, OP Units and/or Manager’s Units, Class B Units in proportion to their respective Percentage Interests with respect to such GP Units, OP Units and/or Class B LTIP Units; provided, that no distributions shall be made pursuant to this Section 5.1(b)(iiithat: (1) with respect to a Class B Unit unless such Class B Unit is an Unrestricted Class B Unit; provided further, that to the extent the Average Class B Economic Capital Account Balance of a holder of a Class of Class B Units is less than the OP Unit Economic Balance of the corresponding OP UnitsBalance, the Percentage Interest of such Partner holding such Class of Class B Units with respect to such Class of Class B Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.1(b)(iii5.02(b)(iii) to equal such Partner’s Percentage Interest with respect to such Class of its Class B Units multiplied by a fraction, the numerator of which is such Partner’s Average Class B Economic Capital Account Balance for such Class of Class B UnitsBalance, and the denominator of which is the OP Unit Economic Balance; and (2) to the extent the Average LTIP Economic Capital Account Balance of a holder of LTIP Units is less than the OP Unit Economic Balance, the Percentage Interest of such Partner holding LTIP Units with respect to such LTIP Units shall be reduced for purposes of determining its proportionate share of distributions pursuant to this Section 5.02(b)(iii) to equal such Partner’s Percentage Interest with respect to its LTIP Units multiplied by a fraction, the numerator of which is such Partner’s Average LTIP Economic Capital Account Balance, and the denominator of which is the OP Unit Economic Balance. For the avoidance of doubt, any decrease in the Percentage Interest of a Partner with respect to its Class B Units or LTIP Units shall result in a corresponding increase in the Percentage Interests of Partners with respect to their OP UnitsUnits and/or Manager’s Units (and LTIP Units to the extent such LTIP Units are eligible for conversion pursuant to Section 16.02(b) but have not been converted).