Common use of Capital Proceeds Clause in Contracts

Capital Proceeds. Capital Proceeds shall be distributed to the Members in the following priority: (i) First, to the Members holding Class A Common Units, pro rata, in accordance with each Class A Member’s Unreturned Capital Amount, until the Unreturned Capital Amount of each Class A Member is equal to zero; and (ii) Second, to the Members holding Class A Common Units, fully vested Class B Incentive Units and Class J Incentive Units (whether or not vested), pro rata, in accordance with their respective Capital Proceeds Pro Rata Share. Notwithstanding the foregoing, a Class B Member and a Class J Member shall not be entitled to receive amounts otherwise distributable to it under this Section 4.1(g) with respect to a Class B Incentive Unit or a Class J Incentive Unit, as applicable, until the aggregate amounts distributed to all other Members pursuant to this Section 4.1(g) equals the Distribution Hurdle applicable to such Class B Incentive Unit or Class J Incentive Unit, as applicable. Any distributions not made to a Class B Member or Class J Member as a result of the preceding sentence shall instead be distributed, in the order of priority set forth in Section 4.1(g), to the other Members whose Distribution Hurdle has been satisfied or whose Units are not subject to a Distribution Hurdle.