Common use of Percentage Ownership Interest Clause in Contracts

Percentage Ownership Interest. (a) As of the Effective Date, the Partners shall have percentage ownership interests in the Partnership with respect to (i) the Legacy Acquisitions (as the same are adjusted as provided in this Agreement, a “Legacy Percentage Interest”) as shown on Exhibit A , and (ii) each closed Investment Opportunity (that will ultimately be part of a New Tranche Acquisition) (as the same are adjusted as provided in this Agreement, a “Tranche Percentage Interest”) of 99% for Starwood and 1% for JVP unless otherwise agreed to by Starwood and JVP. Each reference to a “Percentage Interest” shall mean to a Legacy Percentage Interest or a Tranche Percentage Interest as applicable and as the context requires. From and after the Effective Date, each Partner’s respective Percentage Interests shall be adjusted from time to time on each date when additional Capital Contributions (other than Rental Pool Additional Contributions) are made with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable. On any given date, (A) JVP’s Percentage Interest shall equal a fraction (represented as a percentage) whereby the numerator of such fraction shall equal JVP’s aggregate Capital Contributions as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable, and the denominator shall equal the aggregate Capital Contributions of all Partners less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable, and (B) Starwood’s Percentage Interest shall equal a fraction (represented as a percentage) whereby the numerator of such fraction shall equal Starwood’s aggregate Capital Contributions less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable, and the denominator shall equal the aggregate Capital Contributions of all Partners less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable. Percentage Interests shall not be adjusted by distributions made (or deemed made) to a Partner.

Percentage Ownership Interest. (a) As of the Effective Date, the The Partners shall have initial percentage ownership interests in the Partnership with respect to (i) the Legacy Acquisitions (as the same are adjusted as provided in this Agreement, a “Legacy Percentage Interest”) in the Partnership of 99.326% to Starwood and 0.674% to JVP immediately following the Capital Contributions referenced in Section 5.1 and as shown on Exhibit A , and (ii) each closed Investment Opportunity (that will ultimately be part of a New Tranche contributed in connection with closing the Initial Acquisition) (as the same are adjusted as provided in this Agreement, a “Tranche Percentage Interest”) of 99% for Starwood and 1% for JVP unless otherwise agreed to by Starwood and JVP. Each reference to a “Percentage Interest” shall mean to a Legacy Percentage Interest or a Tranche Percentage Interest as applicable and as the context requires. From and after the Effective Datedate such initial Capital Contributions referenced in the immediately preceding sentence are made, each Partner’s respective Percentage Interests Interest shall be adjusted from time to time on each date when additional Capital Contributions (other than Rental Pool Additional Contributions) are made with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicablemade. On any given date, (Ai) JVP’s Percentage Interest shall equal a fraction (represented as a percentage) whereby the numerator of such fraction shall equal JVP’s aggregate Capital Contributions as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicabledate, and the denominator shall equal the aggregate Capital Contributions of all Partners less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable, and (Bii) Starwood’s Percentage Interest shall equal a fraction (represented as a percentage) whereby the numerator of such fraction shall equal Starwood’s aggregate Capital Contributions less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicabledate, and the denominator shall equal the aggregate Capital Contributions of all Partners less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicabledate. Percentage Interests shall not be adjusted by distributions made (or deemed made) to a Partner. (b) Within one (1) business day following the closing of the Initial Acquisition and consistent with Section 9.2, Starwood shall make its initial designation of Loans and REO acquired in the Initial Acquisition that are to be included in the Rental Pool (such initially designated assets, the “Initial Rental Pool”). Each Partner’s respective Percentage Interest shall be adjusted concurrently with Starwood’s designation of the Initial Rental Pool, and the amount of the Rental Pool Contributions associated with such Initial Rental Pool shall be determined in accordance with Section 9.2.

Percentage Ownership Interest. (a) As of the Effective Date, the The Partners shall have the initial percentage ownership interests in the Partnership set forth on Exhibit A (such percentage interests as adjusted pursuant to this Agreement are referred to as a Partner's "Percentage Interest"). The Percentage Interests of the Partners in the Partnership shall be adjusted so that the respective Percentage Interests of the Partners at any time shall be as set forth in Exhibit A on the effective date hereof, as adjusted in proportion to their respective additional Capital Contributions made (or deemed to be made) pursuant to Section 4.2(b), any adjustment required pursuant to Section 6.4(d)(ii) of the Purchase Agreement and to reflect the Transfers of the GP Interest and the Additional LP Interests (as such terms are defined in the Purchase Agreement); provided, however, that no adjustment shall be made to the Percentage Interest of the Americana Partners with respect to (i) the Legacy Acquisitions (as the same are adjusted as provided any mandatory additional Capital Contribution that is made in this Agreementaccordance with Section 4.2(b)(i), a “Legacy Percentage Interest”) as shown on Exhibit A , and (ii) each closed Investment Opportunity (that will ultimately be part of a New Tranche Acquisition) (as the same are adjusted as provided in this Agreement, a “Tranche Percentage Interest”) of 99% for Starwood and 1% for JVP unless otherwise agreed to by Starwood and JVP. Each reference to a “Percentage Interest” shall mean to a Legacy Percentage Interest or a Tranche Percentage Interest as applicable and as the context requires. From and after the Effective Date, each Partner’s respective Percentage Interests no adjustment shall be adjusted from time to time on each date when additional Capital Contributions (other than Rental Pool Additional Contributions) are made with respect to the Legacy Acquisitions and/or a New Tranche Acquisitionadditional Capital Contribution made by Integrated pursuant to Section 4.2(b)(iii) or the payment by the Americana Partners made in connection therewith, as applicable. On any given date, (A) JVP’s Percentage Interest and no adjustment shall equal a fraction (represented as a percentage) whereby the numerator of such fraction shall equal JVP’s aggregate Capital Contributions as of such date be made with respect to any indemnification payments treated as contributions to the Legacy Acquisitions and/or a New Tranche AcquisitionPartnership pursuant to Section 6.2(c) of the Purchase Agreement; provided further, as applicablehowever, that upon the failure of any Partner to make any such mandatory additional Capital Contribution required by any provision of Section 4.2(b), then the Non-Defaulting Partners shall engage an investment banker or other financial expert of national reputation who has no prior affiliation with the Non-Defaulting Partners, who shall determine the fair market value of each Partner's respective Interest in the Partnership (without any control premiums or minority discounts), and after taking into account (a) such value of the denominator shall equal Partners' respective Interest in the aggregate Capital Contributions of all Partners less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicablePartnership, and (Bb) Starwood’s the amount of the Deficiency, such expert shall determine the appropriate manner in which to equitably reduce the Defaulting Partner's Percentage Interest shall equal a fraction (represented as a percentage) whereby the numerator of such fraction shall equal Starwood’s aggregate Capital Contributions less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable, and the denominator shall equal the aggregate Capital Contributions of all Partners less the aggregate Rental Pool Contributions of Starwood as of such date with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable. increase any Non-Defaulting Partner's Percentage Interests shall not be adjusted by distributions made (or deemed made) to a PartnerInterest.