Performance Participation Allocation definition

Performance Participation Allocation means the performance participation allocation to be received by the Class H Member equal to 15.0% of the Total Return attributable to Investor Shares subject to the Hurdle Amount and a High Water Mark with 100% Catch-Up. Such allocation will be measured and allocated or paid on an annual basis (excluding the initial Reference Period) and accrued monthly (subject to pro-rating for partial periods) payable either in cash or in Class F Shares. Specifically, promptly following the end of each Reference Period (and at the other times described below), the Class H Member is allocated a Performance Participation Allocation in an amount equal to: • First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Class H Member equals 15.0% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Class H Member pursuant to this clause (any such amount, the “Catch-Up”); and • Second, to the extent there are remaining Excess Profits, 15.0% of such remaining Excess Profits. The Class H Member will also be allocated a Performance Participation Allocation with respect to all Investor Shares that are repurchased in connection with repurchases of Shares in an amount calculated as described above with the relevant period being the portion of the Reference Period for which such Share was outstanding, and proceeds for any such Share repurchases will be reduced by the amount of any such Performance Participation Allocation. The Class H Member may elect to receive the Performance Participation Allocation in cash and/or Class F Shares. If the Performance Participation Allocation is paid in Class F Shares, such Class F Shares may be repurchased at the Class H Member’s request and will be subject to the limitations of the Share Repurchase Plan.

Performance Participation Allocation has the meaning set forth in the Company’s Governing Agreements.

Performance Participation Allocation shall have the meaning ascribed to such term in the Operating Partnership Agreement.

Examples of Performance Participation Allocation in a sentence

• A Limited Partner, other than the Special Limited Partner and the Adviser (or in the case of Partnership Units received in consideration for management fees, the Performance Participation Allocation, the assignees of the Special Limited Partner and the Adviser), may not exercise the Redemption Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner.

• In the event the Advisory Agreement is terminated (including by means of non-renewal), the Special Limited Partner will be allocated any accrued Performance Participation Allocation with respect to all Performance Participation Units as of the date of such termination.

• If the Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner will receive the number of Partnership Units that results from dividing the Performance Participation Allocation by the Net Asset Value Per Unit of Class E Units at the time of such distribution.

• The Performance Participation Allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year.

• Distributions on the Performance Participation Allocation may be payable in cash or Class E Units at the election of the Special Limited Partner.

• Promptly following the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”).

• Except as noted above with respect to Quarterly Allocations, the Special Limited Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

• No Limited Partner, other than the Special Limited Partner and the Adviser (or in the case of Partnership Units received in consideration for management fees, the Performance Participation Allocation, the assignees of the Special Limited Partner and the Adviser), may deliver more than two Notices of Redemption during each calendar year.

More Definitions of Performance Participation Allocation

Performance Participation Allocation. As defined in Section 3.3. Person: Any individual, partnership, corporation, limited liability company, unincorporated organization or association, trust (including the trustees thereof, in their capacity as such) or other entity.

Performance Participation Allocation shall have the meaning set forth in Section 5.2(c).

Performance Participation Allocation. As defined in Section 3.3(a).