Common use of Distribution Priorities Clause in Contracts

Distribution Priorities. Except as otherwise set forth in this Article IV, and subject to the provisions of Section 18-607 of the Delaware Act, the Board may in its discretion make Distributions at any time or from time to time. All Distributions, other than Distributions of CTI Proceeds (which are addressed separately in Section 4.1(f)), Distributions in respect of Forfeited Units (which are addressed separately in Section 4.1(d)), Option Preference Distributions (which are addressed separately in Section 4.1(g)) and Tax Distributions (which are addressed separately in Section 4.2), shall be made only in the following order and priority: (i) First, to the Unitholders holding Repurchase Class A Units, an amount equal to the aggregate Class A Unpaid Yield on such Unitholders' outstanding Repurchase Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each Unitholder's share of Class A Unpaid Yield with respect to such Person's Repurchase Class A Units bears to the aggregate Class A Unpaid Yield of all Repurchase Class A Units), and no Distribution or any portion thereof may be made pursuant to any of Section 4.1(a)(ii) through (v) below until the entire amount of the Class A Unpaid Yield on the outstanding Repurchase Class A Units as of the time of such Distribution has been paid in full. (ii) Second, to the Unitholders holding Repurchase Class A Units, an amount equal to the aggregate Class A Unreturned Capital with respect to such Unitholders' outstanding Repurchase Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder's share of Class A Unreturned Capital with respect to such Person's Repurchase Class A Units bears to the aggregate amount of Class A Unreturned Capital of all Repurchase Class A Units), and no Distribution or any portion thereof may be made pursuant to any of Section 4.1(a)(iii) through (v) below until the entire amount of Class A Unreturned Capital with respect to the outstanding Repurchase Class A Units as of the time of such Distribution has been paid in full. (iii) Third, to the Unitholders holding Standard Class A Units, an amount equal to the aggregate Class A Unpaid Yield on such Unitholders' outstanding Standard Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each Unitholder's share of Class A Unpaid Yield with respect to such Person's Standard Class A Units bears to the aggregate Class A Unpaid Yield of all Standard Class A Units), and no Distribution or any portion thereof may be made pursuant to Section 4.1(a)(iv) or (v) below until the entire amount of the Class A Unpaid Yield on the outstanding Standard Class A Units as of the time of such Distribution has been paid in full. (iv) Fourth, to the Unitholders holding Standard Class A Units, an amount equal to the aggregate Class A Unreturned Capital with respect to such Unitholders' Standard Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder's share of Class A Unreturned Capital with respect to such Person's Standard Class A Units bears to the aggregate amount of Class A Unreturned Capital of all Standard Class A Units), and no Distribution or any portion thereof may be made pursuant to Section 4.1(a)(v) below until the entire amount of Class A Unreturned Capital with respect to the outstanding Standard Class A Units as of the time of such Distribution has been paid in full. (v) Fifth, all remaining amounts (the "available amount"), if any, shall be distributed as follows: with respect to each Class B Unit, an amount equal to the amount determined by dividing the Grossed-Up Amount by the number of Participating Residual Units, and, with respect to each Participating Class C Unit, an amount equal to the excess of (A) the amount determined by dividing the Grossed-Up Amount by the number of Participating Residual Units over (B) the Participation Threshold with respect to such Participating Class C Unit.

Distribution Priorities. Except as otherwise set forth in this Article IV, and subject to the provisions of Section 18-607 of the Delaware Act, the Board may in its discretion make Distributions at any time or from time to time. All Distributions, other than Distributions of CTI Proceeds (which are addressed separately in Section 4.1(f)), Distributions in respect of Forfeited Units (which are addressed separately in Section 4.1(d)), Option Preference Distributions (which are addressed separately in Section 4.1(g)) and Tax Distributions (which are addressed separately in Section 4.2), shall be made only in the following order and priority: (i) First, to the Unitholders holding Repurchase Class A Units, an amount equal to the aggregate Class A Unpaid Yield on such Unitholders' outstanding Repurchase Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each Unitholder's share of Class A Unpaid Yield with respect to such Person's Repurchase Class A Units bears to the aggregate Class A Unpaid Yield of all Repurchase Class A Units), and no Distribution or any portion thereof may be made pursuant to any of Section 4.1(a)(ii) through (v) below until the entire amount of the Class A Unpaid Yield on the outstanding Repurchase Class A Units as of the time of such Distribution has been paid in full. (ii) Second, to the Unitholders holding Repurchase Class A Units, an amount equal to the aggregate Class A Unreturned Capital with respect to such Unitholders' outstanding Repurchase Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder's share of Class A Unreturned Capital with respect to such Person's Repurchase Class A Units bears to the aggregate amount of Class A Unreturned Capital of all Repurchase Class A Units), and no Distribution or any portion thereof may be made pursuant to any of Section 4.1(a)(iii) through (v) below until the entire amount of Class A Unreturned Capital with respect to the outstanding Repurchase Class A Units as of the time of such Distribution has been paid in full. (iii) Third, to the Unitholders holding Standard Class A Units, an amount equal to the aggregate Class A Unpaid Yield on such Unitholders' outstanding Standard Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each Unitholder's share of Class A Unpaid Yield with respect to such Person's Standard Class A Units bears to the aggregate Class A Unpaid Yield of all Standard Class A Units), and no Distribution or any portion thereof may be made pursuant to Section 4.1(a)(iv) or (v) below until the entire amount of the Class A Unpaid Yield on the outstanding Standard Class A Units as of the time of such Distribution has been paid in full. (iv) Fourth, to the Unitholders holding Standard Class A Units, an amount equal to the aggregate Class A Unreturned Capital with respect to such Unitholders' Standard Class A Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder's share of Class A Unreturned Capital with respect to such Person's Standard Class A Units bears to the aggregate amount of Class A Unreturned Capital of all Standard Class A Units), and no Distribution or any portion thereof may be made pursuant to Section 4.1(a)(v) below until the entire amount of Class A Unreturned Capital with respect to the outstanding Standard Class A Units as of the time of such Distribution has been paid in full. (v) Fifth, all remaining amounts (the "available amount"), if any, shall be distributed as follows: with respect to each Class B Unit, an amount equal to the amount determined by dividing the Grossed-Up Amount by the number of Participating Residual Units, and, with respect to each Participating Class C Unit, an amount equal to the excess of (A) the amount determined by dividing the Grossed-Up Amount by the number of Participating Residual Units over (B) the Participation Threshold with respect to such Participating Class C Unit.