Common use of Application of Amounts upon the Liquidation of a Series Clause in Contracts

Application of Amounts upon the Liquidation of a Series. Subject to the applicable provisions of the Delaware Act, Section 7.03 and Article XI and any Series Designation, as soon as reasonably practicable after the relevant amounts have been received by the Series, any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Administrative Manager in its sole discretion), shall be applied and distributed as follows: (a) First, 100% to the Economic Members of such Series (in accordance with their Percentage Interest, for the avoidance of doubt, may include a Manager and its Affiliates if such Manager or its Affiliates acquired Shares or received Shares as a Sourcing Fee or otherwise) until the Members have received back 100% of their Capital Contribution; (b) Second, unless otherwise specified in the Series Designation, 50% to Managers of such Series (half of which shall go to the relevant Asset Manager, and half of which shall go to the Administrative Manager) and 50% to the Economic Members of such Series in accordance with their Percentage Interest (for the avoidance of doubt, may include a Manager and its Affiliates if such Manager or its Affiliates acquired Shares or received Shares as a Sourcing Fee or otherwise); provided that, the Managing Member shall not be obliged to make any distribution pursuant to this Section 7.02 (i) unless there are sufficient amounts available for such distribution or (ii) which, in the reasonable opinion of the Administrative Manager, would or might leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies including to meet any Operating Expenses and outstanding Operating Expenses Reimbursement Obligations (and the Administrative Manager is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company or such Series having unreasonably small capital for the Company or such Series to continue its business as a going concern.

Application of Amounts upon the Liquidation of a Series. Subject to the applicable provisions of the Delaware Act, Section 7.03 and Article XI and any Series Designation, as soon as reasonably practicable after the relevant amounts have been received by the Series, any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Administrative Manager in its sole discretion), shall be applied and distributed as follows: (a) First, 100% to the Economic Members of such Series (in accordance with their Percentage Interest, for the avoidance of doubt, may include a Manager and its Affiliates if such Manager or its Affiliates acquired Shares or received Shares as a Sourcing Fee or otherwise) until the Members have received back 100% of their Capital ContributionContribution and any Preferred Return (including any Preferred Return that accrued with respect to a prior calendar year or partial calendar but has not yet been distributed); (b) Second, unless otherwise specified in the Series Designation, 50% to Managers of such Series (half of which shall go to the relevant Asset Manager, and half of which shall go to the Administrative Manager) and 50% to the Economic Members of such Series in accordance with their Percentage Interest (for the avoidance of doubt, may include a Manager and its Affiliates if such Manager or its Affiliates acquired Shares or received Shares as a Sourcing Fee or otherwise); provided that, the Managing Member shall not be obliged to make any distribution pursuant to this Section 7.02 (i) unless there are sufficient amounts available for such distribution or (ii) which, in the reasonable opinion of the Administrative Manager, would or might leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies including to meet any Operating Expenses and outstanding Operating Expenses Reimbursement Obligations (and the Administrative Manager is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company or such Series having unreasonably small capital for the Company or such Series to continue its business as a going concern.

Application of Amounts upon the Liquidation of a Series. Subject to the applicable provisions of the Delaware Act, Section 7.03 and Article XI and any Series Designation, as soon as reasonably practicable after the relevant amounts have been received by the Series, any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Administrative Manager in its sole discretion), shall be applied and distributed as follows: (a) First, 100% to the Economic Members of such Series (in accordance with their Percentage Interest, for the avoidance of doubt, may include a Manager and its Affiliates if such Manager or its Affiliates acquired Shares or received Shares as a Sourcing Fee or otherwise) until the Members have received back 100% of their Capital Contribution; (b) Second, unless otherwise specified in the Series Designation, 50% an amount equal to the Investor Percentage multiplied by an remaining funds to Managers of such Series (half of which shall go to the relevant Asset Manager, and half of which shall go to the Administrative Manager) and 50% an amount equal to the Service Fee Percentage multiplied by an remaining funds to the Economic Members of such Series in accordance with their Percentage Interest (for the avoidance of doubt, may include a Manager and its Affiliates if such Manager or its Affiliates acquired Shares or received Shares as a Sourcing Fee or otherwise); provided that, the Managing Member shall not be obliged to make any distribution pursuant to this Section 7.02 (i) unless there are sufficient amounts available for such distribution or (ii) which, in the reasonable opinion of the Administrative Manager, would or might leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies including to meet any Operating Expenses and outstanding Operating Expenses Reimbursement Obligations (and the Administrative Manager is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company or such Series having unreasonably small capital for the Company or such Series to continue its business as a going concern.

Application of Amounts upon the Liquidation of a Series. Subject to the applicable provisions of the Delaware Act, Section 7.03 and Article XI and any Series Designation, as soon as reasonably practicable after the relevant amounts have been received by the Series, any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Administrative Manager in its sole discretion), shall be applied and distributed as follows: (a) First, 100% to the Economic Members of such Series (in accordance with their Percentage Interest, for the avoidance of doubt, may include a Manager and its Affiliates if such Manager or its Affiliates acquired Shares or received Shares as a Sourcing Fee or otherwise) until the Members have received back 100% of their Capital ContributionContribution and any Preferred Return (including any Preferred Return that accrued with respect to a prior period but has not yet been distributed); (b) Second, unless otherwise specified in the Series Designation, 50% to Managers of such Series (half of which shall go to the relevant Asset Manager, and half of which shall go to the Administrative Manager) and 50% to the Economic Members of such Series in accordance with their Percentage Interest (for the avoidance of doubt, may include a Manager and its Affiliates if such Manager or its Affiliates acquired Shares or received Shares as a Sourcing Fee or otherwise); provided that, the Managing Member shall not be obliged to make any distribution pursuant to this Section 7.02 (i) unless there are sufficient amounts available for such distribution or (ii) which, in the reasonable opinion of the Administrative Manager, would or might leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies including to meet any Operating Expenses and outstanding Operating Expenses Reimbursement Obligations (and the Administrative Manager is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company or such Series having unreasonably small capital for the Company or such Series to continue its business as a going concern.