Common use of Extraordinary Proceeds Clause in Contracts

Extraordinary Proceeds. All Extraordinary Proceeds shall be distributed to the Members in the following manner and in the following order of priority: (i) First, to the Members in proportion to, and to the extent of, the balances standing in their respective Contribution Accounts; (ii) Second, to the Investor Member and to the Managing Member according to their Percentage Interests, until the Investor Member has received cumulative distributions pursuant to Section 9.1 sufficient to yield a thirteen percent (13%) IRR (determined in accordance with the definition of IRR as illustrated on Schedule 6 hereto); provided that if the Investor Member has suffered a reduction in its Percentage Interest as a result of being a Failing Member, the determination of whether the Investor Member has received a thirteen percent (13%) IRR shall be made on a pro forma basis assuming the Investor Member received the distribution of Extraordinary Proceeds it would have received had its Percentage Interest not been so reduced; (iii) Third, 30% to the Managing Member and 70% to the Investor Member until the Investor Member has received cumulative distributions pursuant to Section 9.1 sufficient to yield an eighteen percent (18%) IRR to the Investor (determined in accordance with the definition of IRR as illustrated on Schedule 6 hereto); provided that if the Investor Member has suffered a reduction in its Percentage Interest as a result of being a Failing Member, the determination of whether the Investor Member has received an eighteen percent (18%) IRR shall be made on a pro forma basis assuming the Investor Member received the distribution of Extraordinary Proceeds it would have received had its Percentage Interest not been so reduced; and (iv) Fourth, 35% to the Managing Member and 65% to the Investor Member.