Common use of Priority Interest Clause in Contracts

Priority Interest. If the Additional Contributing Partners elect to treat the payment of an Additional Contribution as a contribution for which the Additional Contributing Partners receive a Priority Interest, then the following shall apply: (i) Each Additional Contributing Partner shall receive a Priority Interest in the distributions from the Partnership that would otherwise be due and payable to the Non-Contributing Partner(s). The Priority Interest received by each Additional Contributing Partner shall be in the proportion that the amount of the Additional Contribution paid by such Additional Contributing Partner bears to the amount of the Additional Contributions made by all Additional Contributing Partners (each Additional Contributing Partner’s percentage share of the Priority Interests shall be its “Priority Interest Sharing Ratio”). All distributions from the Partnership that would otherwise be due and payable to the Non-Contributing Partner(s) instead shall be paid to the Additional Contributing Partners in accordance with their respective Priority Interest Sharing Ratio and no distribution shall be made from the Partnership to any Non-Contributing Partner until all Priority Interests have terminated. The Priority Interest shall terminate with respect to an Additional Contributing Partner when that Additional Contributing Partner has received either through the distributions it receives in respect of its Priority Interest or through payment(s) to it by the Non-Contributing Partner(s) (which payment(s) may be made by the Non-Contributing Partner(s) at any time) of an amount equal to the Additional Contribution made by such Additional Contributing Partner, plus a return thereon of twelve percent (12%) per annum (compounded quarterly on the outstanding balance). For purposes of making this calculation, all amounts received by an Additional Contributing Partner shall be deemed to be applied first against a return on, and then to the amount of, the Additional Contribution. For purposes of maintaining Capital Accounts, any amount paid by a Non-Contributing Partner to a Contributing Partner to reduce and/or terminate a Priority Interest shall be treated as though such amount were contributed by the Non-Contributing Partner to the Partnership and thereafter distributed by the Partnership to the Contributing Partner with respect to its Priority Interest. (ii) The Priority Interests shall not alter the Percentage Interests, nor shall the Priority Interests alter any distributions to the Contributing Partners (in their capacity as Contributing Partners, as opposed to their capacity as Additional Contributing Partners) in accordance with their respective Percentage Interests. Notwithstanding any provision in this Agreement to the contrary, a Partner may not dispose of all or a portion of its Priority Interest except to a Person to which it Disposes of all or the applicable pro rata portion of its Partnership Interest after compliance with the requirements of this Agreement for the Disposition. (iii) No Partner that is a Non-Contributing Partner may Dispose of its Partnership Interest unless, at the closing of such Disposition, either the Non-Contributing Partner or the proposed Assignee pays the amount necessary to terminate the Priority Interest arising from such Non-Contributing Partner’s failure to contribute. No such transferee shall be admitted to the Partnership as a Partner until compliance with this Section 4.6(b)(iii) has occurred.

Priority Interest. If the Additional Contributing Contribution Partners elect to treat the payment of an Additional Contribution as a contribution for which the Additional Contributing Contribution Partners receive a Priority Interest, then the following shall apply: (i) Each Additional Contributing Contribution Partner shall receive a Priority Interest in the distributions from the Partnership that would otherwise be due and payable to the Non-Contributing Partner(s). The Priority Interest received by each Additional Contributing Contribution Partner shall be in the proportion that the amount of the Additional Contribution paid by such that Additional Contributing Contribution Partner bears to the amount of the Additional Contributions made by all Additional Contributing Contribution Partners (each Additional Contributing Contribution Partner’s percentage share of the Priority Interests shall be its “Priority Interest Sharing Ratio”). All distributions from the Partnership that would otherwise be due and payable to the Non-Contributing Partner(s) instead shall be paid to the Additional Contributing Contribution Partners in accordance with their respective Priority Interest Sharing Ratio and no distribution shall be made from the Partnership to any Non-Contributing Partner until all Priority Interests have terminated. The Priority Interest shall terminate with respect to an Additional Contributing Contribution Partner when that Additional Contributing Contribution Partner has received either through the distributions it receives in respect of under its Priority Interest or through payment(s) to it by the Non-Contributing Partner(s) (which payment(s) may be made by the Non-Contributing Partner(s) at any time) of an amount equal to the Additional Contribution made by such Additional Contributing Partner, plus a return thereon of twelve fourteen percent (1214%) per annum (compounded quarterly monthly on the outstanding balance). For purposes the purpose of making this calculation, all amounts received by an Additional Contributing Contribution Partner shall be deemed to be applied first against a return on, and then to the amount of, the Additional Contribution. For purposes of maintaining Capital Accounts, any amount paid by a Non-Contributing Partner to a Contributing Partner to reduce and/or terminate a Priority Interest shall be treated as though such amount were contributed by the Non-Contributing Partner to the Partnership and thereafter distributed by the Partnership to the Contributing Partner with respect to its Priority Interest. (ii) The Priority Interests shall not alter the Percentage InterestsSharing Ratios, nor shall the Priority Interests alter any distributions to the Contributing Partners (in their capacity as Contributing Partners, as opposed to their capacity as Additional Contributing Contribution Partners) in accordance with their respective Percentage InterestsSharing Ratios. Notwithstanding any provision in this Agreement to the contrary, a Partner may not dispose of all or a portion of its Priority Interest except to a Person to which it Disposes of all or the applicable pro rata portion of its Partnership Interest after compliance with the requirements of this Agreement for the Disposition. (iii) No Partner that is a Non-Contributing Partner may Dispose of its Partnership Interest unless, at the closing of such Disposition, either the Non-Contributing Partner or the proposed Assignee pays the amount necessary to terminate the Priority Interest arising from such Non-Contributing Partner’s failure to contribute. No such transferee Assignee shall be admitted to the Partnership as a Partner until compliance with this Section 4.6(b)(iii4.06(b)(iii) has occurred.

Priority Interest. If the Additional Contributing Partners Members elect to treat the payment of an Additional Contribution as a contribution for which the Additional Contributing Partners Members receive a Priority Interest, then the following shall apply: (i) Each Additional Contributing Partner Member shall receive a Priority Interest in the distributions from the Partnership Company that would otherwise be due and payable to the Non-Contributing Partner(sMember(s). The Priority Interest received by each Additional Contributing Partner Member shall be in the proportion that the amount of the Additional Contribution paid by such Additional Contributing Partner Member bears to the amount of the Additional Contributions made by all Additional Contributing Partners Members (each Additional Contributing PartnerMember’s percentage share of the Priority Interests shall be its “Priority Interest Sharing Ratio”). All distributions from the Partnership Company that would otherwise be due and payable to the Non-Contributing Partner(sMember(s) instead shall be paid to the Additional Contributing Partners Members in accordance with their respective Priority Interest Sharing Ratio and no distribution shall be made from the Partnership Company to any Non-Contributing Partner Member until all Priority Interests have terminated. The Priority Interest shall terminate with respect to an Additional Contributing Partner Member when that Additional Contributing Partner Member has received either through the distributions it receives in respect of its Priority Interest or through payment(s) to it by the Non-Contributing Partner(sMember(s) (which payment(s) may be made by the Non-Contributing Partner(sMember(s) at any time) of an amount equal to the Additional Contribution made by such Additional Contributing PartnerMember, plus a return thereon of twelve percent (12%) per annum (compounded quarterly on the outstanding balance). For purposes of making this calculation, all amounts received by an Additional Contributing Partner Member shall be deemed to be applied first against a return on, and then to the amount of, the Additional Contribution. For purposes of maintaining Capital Accounts, any amount paid by a Non-Contributing Partner Member to a Contributing Partner Member to reduce and/or terminate a Priority Interest shall be treated as though such amount were contributed by the Non-Contributing Partner Member to the Partnership Company and thereafter distributed by the Partnership Company to the Contributing Partner Member with respect to its Priority Interest. (ii) The Priority Interests shall not alter the Percentage Interests, nor shall the Priority Interests alter any distributions to the Contributing Partners Members (in their capacity as Contributing PartnersMembers, as opposed to their capacity as Additional Contributing PartnersMembers) in accordance with their respective Percentage Interests. Notwithstanding any provision in this Agreement to the contrary, a Partner Member may not dispose of all or a portion of its Priority Interest except to a Person to which it Disposes of all or the applicable pro rata portion of its Partnership Membership Interest after compliance with the requirements of this Agreement for the Disposition. (iii) No Partner Member that is a Non-Contributing Partner Member may Dispose of its Partnership Membership Interest unless, at the closing of such Disposition, either the Non-Contributing Partner Member or the proposed Assignee pays the amount necessary to terminate the Priority Interest arising from such Non-Contributing PartnerMember’s failure to contribute. No such transferee shall be admitted to the Partnership Company as a Partner Member until compliance with this Section 4.6(b)(iii3.06(b)(iii) has occurred.

Priority Interest. If the Additional Contributing Partners Contribution Members elect to treat the payment of an Additional Contribution as a contribution for which the Additional Contributing Partners Contribution Members receive a Priority Interest, then the following shall apply: (i) Each Additional Contributing Partner Contribution Member shall receive a Priority Interest in the distributions from the Partnership Company that would otherwise be due and payable to the Non-Contributing Partner(sMember(s). The Priority Interest received by each Additional Contributing Partner Contribution Member shall be in the proportion that the amount of the Additional Contribution paid by such Additional Contributing Partner Contribution Member bears to the amount of the Additional Contributions made by all Additional Contributing Partners Contribution Members (each Additional Contributing PartnerContribution Member’s percentage share of the Priority Interests shall be its “Priority Interest Sharing Ratio”). All distributions from the Partnership Company that would otherwise be due and payable to the Non-Contributing Partner(sMember(s) instead shall be paid to the Additional Contributing Partners Contribution Members in accordance with their respective Priority Interest Sharing Ratio and no distribution shall be made from the Partnership Company to any Non-Contributing Partner Member until all Priority Interests have terminated. The Priority Interest shall terminate with respect to an Additional Contributing Partner Contribution Member when that Additional Contributing Partner Contribution Member has received either through the distributions it receives in respect of under its Priority Interest or through payment(s) to it by the Non-Contributing Partner(sMember(s) (which payment(s) may be made by the Non-Contributing Partner(sMember(s) at any time) of an amount equal to the Additional Contribution made by such Additional Contributing PartnerMember, plus a return thereon of twelve fourteen percent (1214%) per annum (compounded quarterly monthly on the outstanding balance). For purposes the purpose of making this such calculation, all amounts received by an Additional Contributing Partner Contribution Member shall be deemed to be applied first against a return on, and then to the amount of, the Additional Contribution. For purposes of maintaining Capital Accounts, any amount paid by a Non-Contributing Partner Member to a Contributing Partner Member to reduce and/or terminate a Priority Interest shall be treated as though such amount were contributed by the Non-Contributing Partner Member to the Partnership Company and thereafter distributed by the Partnership Company to the Contributing Partner Member with respect to its Priority Interest. (ii) The Priority Interests shall not alter the Percentage InterestsSharing Ratios of the Members in the Company, nor shall the Priority Interests alter any distributions to the Contributing Partners Members (in their capacity as Contributing PartnersMembers, as opposed to their capacity as Additional Contributing PartnersContribution Members) in accordance with their respective Percentage InterestsSharing Ratios. Notwithstanding any provision in this Agreement to the contrary, a Partner Member may not dispose of all or a portion of its Priority Interest except to a Person person to which whom it Disposes of disposes all or the applicable pro rata portion of its Partnership Membership Interest after compliance with the requirements of this Agreement for the Dispositionin connection therewith. (iii) For so long as any Additional Contribution Member holds a Priority Interest, neither any Non-Contributing Member nor its Representative (except for a Non-Contributing Member that has paid to the Additional Contribution Member(s) all of the amount of the Additional Contribution attributable to such Non-Contributing Member in accordance with Section 4.06(b)(i)) shall have the right to vote its Membership Interest (or Sharing Ratio) under the Agreement with respect to any decision regarding distributions from the Company, and any distribution to which such Non-Contributing Member is entitled shall be paid to the Additional Contribution Members in respect of the Priority Interest. (iv) No Partner Member that is a Non-Contributing Partner Member may Dispose of its Partnership Membership Interest unless, unless at the closing of such Disposition, either the Non-Contributing Partner Member or the proposed Assignee pays the amount necessary to terminate the Priority Interest arising from such Non-Contributing PartnerMember’s failure to contribute. No such transferee Assignee shall be admitted to the Partnership Company as a Partner Member until compliance with this Section 4.6(b)(iii4.06(b)(iv) has occurred.

Priority Interest. If the (a) An Additional Contributing Partners elect Contribution Member that has not elected to treat the payment of an its Additional Contribution as a contribution for which the Additional Contributing Partners permanent Series Capital Contribution pursuant to Section 6.07 may elect (or be deemed to have elected) to receive a right to distributions (as further defined in this Section 6.06, a “Priority Interest, then the following shall apply:”). (ib) Each All distributions that otherwise would be owed by a Series to a Non-Contributing Member of such Series shall be paid instead to each Additional Contributing Partner shall receive Contribution Member that has a Priority Interest in the distributions from the Partnership that would otherwise be due and payable to the respect of such Non-Contributing Partner(s)Member. The In the event there are multiple Additional Contribution Members with Priority Interest received by each Additional Contributing Partner shall be Interests in the proportion that the amount respect of the Additional Contribution paid by such Additional Contributing Partner bears to the amount of the Additional Contributions made by all Additional Contributing Partners (each Additional Contributing Partner’s percentage share of the Priority Interests shall be its “Priority Interest Sharing Ratio”). All distributions from the Partnership that would otherwise be due and payable to the same Non-Contributing Partner(s) instead Member, distributions that otherwise would be owed by a Series to such Non-Contributing Member shall be paid to the such Additional Contributing Partners Contribution Members in accordance proportion to their then-unreturned Additional Contributions made with their respective Priority Interest Sharing Ratio and no distribution shall be made from the Partnership respect to any such Non-Contributing Partner until all Priority Interests have terminated. The Priority Interest shall terminate with respect to Member. (c) Once an Additional Contributing Partner when that Additional Contributing Partner has received Contribution Member receives, either through the distributions it receives in respect of its Priority Interest or through payment(s) to it payments made by the Non-Contributing Partner(sMember(s) in respect of such Priority Interest (which payment(s) may be made by the Non-Contributing Partner(sMember(s) at any time) of ), an amount equal to the Additional Contribution made by such Additional Contributing PartnerContribution Member, plus a return thereon of twelve percent (12%) per annum at the Default Rate (compounded quarterly monthly on the outstanding balance)): (i) the Priority Interest with respect thereto shall terminate; and (ii) the Non-Contributing Member shall no longer be deemed a Non-Contributing Member. For purposes of making this calculationsuch determination, all amounts received by an Additional Contributing Partner Contribution Member in respect of a Priority Interest shall be deemed to be applied first against to a return on, and then to the amount of, the Additional Contribution. such Priority Interest. (d) For purposes of maintaining Series Capital Accounts, any amount paid by a Non-Contributing Partner Member to a Contributing Partner an Additional Contribution Member to reduce and/or terminate a Priority Interest shall be treated as though such amount were contributed by the Non-Contributing Partner Member to the Partnership applicable Series and thereafter distributed by the Partnership such Series to the Contributing Partner with respect to its Priority Interestsuch Additional Contribution Member. (iie) The Priority Interests shall not alter the Percentage InterestsSeries Percentages or Voting Percentages, nor shall the any Priority Interests Interest alter any distributions payable to the Contributing Partners (Members in their capacity as Contributing PartnersMembers, as opposed to their capacity as Additional Contributing Partners) in accordance with their respective Percentage InterestsContribution Members. Notwithstanding any provision in this Agreement to the contrary, a Partner Series Member may not dispose Dispose of all or a any portion of its Priority Interest except to a Person to which whom it Disposes of all or the applicable pro rata portion of its Partnership Interest Series Interests after compliance with the requirements of this Agreement for the Dispositionin connection therewith. (iiif) No Partner that Notwithstanding any other provision of this Agreement, a Non-Contributing Member shall not have the right to vote under this Agreement (nor shall any of its Representatives or Administrators have the right to vote or be taken into account for purposes of determining a quorum on the Board of Managers or any Administrative Committee) with respect to any decision regarding distributions from the Series as to which is it a Non-Contributing Member for so long as it remains a Non-Contributing Member of such Series. (g) All distributions to which a Non-Contributing Member is entitled from a Series as to which it is a Non-Contributing Partner Member shall be paid directly to the Additional Contribution Member(s) of such Series in respect of their Priority Interest(s). (h) No Non-Contributing Member of a Series may Dispose of its Partnership any Series Interest in such Series unless, at the closing of such Disposition, either the Non-Contributing Partner Member or the proposed Assignee pays the amount necessary to terminate the Priority Interest arising from Interest(s) in such Series associated with such Non-Contributing Partner’s failure to contributeMember. No such transferee Assignee shall be admitted to the Partnership a Series as a Partner Series Member until compliance with this Section 4.6(b)(iii6.06(h) has occurred.

Priority Interest. If the Additional Contributing Partners Contribution Members elect to treat the payment of an Additional Contribution as a contribution for which the Additional Contributing Partners Contribution Members receive a Priority Interest, then the following shall apply: (i) Each Additional Contributing Partner Contribution Member shall receive a Priority Interest in the distributions from the Partnership Company that would otherwise be due and payable to the Non-Contributing Partner(sMember(s). The Priority Interest received by each Additional Contributing Partner Contribution Member shall be in the proportion that the amount of the Additional Contribution paid by such that Additional Contributing Partner Contribution Member bears to the amount of the Additional Contributions made by all Additional Contributing Partners Contribution Members (each Additional Contributing PartnerContribution Member’s percentage share of the Priority Interests shall be its “Priority Interest Sharing Ratio”). All distributions from the Partnership Company that would otherwise be due and payable to the Non-Contributing Partner(sMember(s) instead shall be paid to the Additional Contributing Partners Contribution Members in accordance with their respective Priority Interest Sharing Ratio and no distribution shall be made from the Partnership Company to any Non-Contributing Partner Member until all Priority Interests have terminated. The Priority Interest shall terminate with respect to an Additional Contributing Partner Contribution Member when that Additional Contributing Partner Contribution Member has received either through the distributions it receives in respect of under its Priority Interest or through payment(s) to it by the Non-Contributing Partner(sMember(s) (which payment(s) may be made by the Non-Contributing Partner(sMember(s) at any time) of an amount equal to the Additional Contribution made by such Additional Contributing PartnerMember, plus a return thereon of twelve fourteen percent (1214%) per annum (compounded quarterly monthly on the outstanding balance). For purposes the purpose of making this calculation, all amounts received by an Additional Contributing Partner Contribution Member shall be deemed to be applied first against a return on, and then to the amount of, the Additional Contribution. For purposes of maintaining Capital Accounts, any amount paid by a Non-Contributing Partner Member to a Contributing Partner Member to reduce and/or terminate a Priority Interest shall be treated as though such amount were contributed by the Non-Contributing Partner Member to the Partnership Company and thereafter distributed by the Partnership Company to the Contributing Partner Member with respect to its Priority Interest. (ii) The Priority Interests shall not alter the Percentage InterestsSharing Ratios, nor shall the Priority Interests alter any distributions to the Contributing Partners Members (in their capacity as Contributing PartnersMembers, as opposed to their capacity as Additional Contributing PartnersContribution Members) in accordance with their respective Percentage InterestsSharing Ratios. Notwithstanding any provision in this Agreement to the contrary, a Partner Member may not dispose of all or a portion of its Priority Interest except to a Person to which it Disposes of all or the applicable pro rata portion of its Partnership Membership Interest and its or its Affiliates’ LP Interest after compliance with the requirements of this Agreement for the Disposition. (iii) For so long as any Additional Contribution Member holds a Priority Interest (or it or any of its Affiliates that is an “Additional Contribution Partner” holds a “Priority Interest,” as those terms are defined in the Partnership Agreement), neither any Non-Contributing Member nor its Representative (except for a Non-Contributing Member that has paid to the Additional Contribution Member(s) all of the amount of the Additional Contribution attributable to such Non-Contributing Member in accordance with Section 4.06(b)(i)) shall have the right to vote its Membership Interest (or Sharing Ratio) under the Agreement with respect to any decision regarding distributions from the Company, and any distribution to which such Non-Contributing Member is entitled shall be paid to the Additional Contribution Members in respect of the Priority Interest. (iv) No Partner Member that is a Non-Contributing Partner Member may Dispose of its Partnership Membership Interest unless, at the closing of such the Disposition, either the Non-Contributing Partner Member or the proposed Assignee pays the amount necessary to terminate the Priority Interest arising from such Non-Contributing PartnerMember’s failure to contribute. No such transferee Assignee shall be admitted to the Partnership Company as a Partner Member until compliance with this Section 4.6(b)(iii4.06(b)(iv) has occurred.

Priority Interest. If Permit the Fully Contributing Members to make Additional Contributing Partners elect Capital Contributions Pro Rata (or in such other portions as they may unanimously agree) in the amount of the Deficiency (“Priority Capital Contributions”) and to treat the payment of an Additional Contribution such Priority Capital Contributions as a contribution for which on behalf of the Additional Non-Fully Contributing Partners receive a Priority InterestMember, then with the following shall applyresult: (iA) Each Additional such Fully Contributing Partner Member (in this capacity, each a “Priority Member”) shall receive a Priority Interest priority interest in the distributions from the Partnership Company that would otherwise be due and payable to such Non-Fully Contributing Member(s) in the amount of three hundred percent (300%) of its Priority Capital Contribution (the “Priority Interest”). All distributions from the Company that would otherwise be due and payable to the Non-Fully Contributing Partner(s). The Priority Interest received by each Additional Contributing Partner shall be in the proportion that the amount of the Additional Contribution paid by such Additional Contributing Partner bears to the amount of the Additional Contributions made by all Additional Contributing Partners (each Additional Contributing Partner’s percentage share of the Priority Interests shall be its “Priority Interest Sharing Ratio”). All distributions from the Partnership that would otherwise be due and payable to the Non-Contributing Partner(s) Members instead shall be paid to the Additional Contributing Partners Priority Members in accordance with their respective Priority Interest Sharing Ratio Interests, and no distribution shall be made from the Partnership Company to any Non-Fully Contributing Partner Member until all Priority Interests have terminatedbeen satisfied and paid in full. The Priority Interest shall terminate with respect to an Additional Contributing Partner a Priority Member when that Additional Contributing Partner Priority Member has received either received, through the distributions it receives in respect of its Priority Interest or through payment(s) to it by the Non-Contributing Partner(s) (which payment(s) may be made by the Non-Contributing Partner(s) at any time) of an amount equal to three hundred percent (300%) of the Additional Contribution contribution made by the Priority Member in respect of such Additional Non-Fully Contributing Partner, plus a return thereon of twelve percent Member’s Deficiency. (12%B) per annum (compounded quarterly on the outstanding balance). For purposes of making this calculation, all amounts received by an Additional Contributing Partner shall be deemed to be applied first against a return on, and then to the amount of, the Additional Contribution. For purposes of maintaining Capital Accounts, any amount paid Accounts in the event that the remedy of this Section 5.3(b)(iii) is elected: (1) The contribution made by a the Priority Member in respect of such Non-Fully Contributing Partner to a Contributing Partner to reduce and/or terminate a Priority Interest Member’s Deficiency shall be treated as though such amount were contributed by increase the Non-Fully Contributing Partner Member’s Capital Account; and (2) The Priority Interest in distributions is to be paid to the Partnership and thereafter distributed by Priority Member. To the Partnership extent that the distribution provisions of Section 6.5(d) or Section 10.2 require that all distributions be made to the holders of Membership Interests Pro Rata, then any amount which would be distributable to the Non-Fully Contributing Partner with Member (x) shall be deemed to have been first distributed to the Non-Fully Contributing Member and (y) then the amount of the distribution in excess of the Priority Capital Contributions shall be deemed to have been re-contributed by such Non-Fully Contributing Member, followed by distribution to the Priority Member in respect to of its Priority Interest.; (iiC) The Although allocations and distributions will reflect the Priority Interest as described in Sections 6.2(i) and 6.5(d), the Priority Interests shall not otherwise alter the Equity Percentage InterestsInterests of the Class A Members in the Company, nor shall the Priority Interests alter any distributions to the Fully Contributing Partners Members (in their capacity as Fully Contributing PartnersMembers, as opposed to their capacity as Additional Contributing PartnersPriority Members) in accordance with their respective Percentage Membership Interests. Notwithstanding any provision in this Agreement to the contrary, a Partner Class A Member may not dispose of all or a portion Dispose of its Priority Interest except to a Person person to which whom it Disposes of all or the applicable pro rata Pro Rata portion of its Partnership Membership Interest after compliance with the requirements of this Agreement for the Disposition.in connection therewith; and (iiiD) No Partner Class A Member that is a Non-Fully Contributing Partner Member may Dispose of its Partnership Membership Interest unless, unless at the closing of such Disposition, after receiving the unanimous consent of the Priority Members to do so, either the Non-Fully Contributing Partner Member or the proposed Assignee transferee pays to Priority Members the amount necessary to terminate the Priority Interest arising from such Non-Fully Contributing PartnerMember’s failure to contribute. No such transferee contribute in accordance with Section 5.3(b)(iii)(A); no Transferee of a Non-Fully Contributing Member shall be admitted to the Partnership Company as a Partner Substituted Member until compliance with this Section 4.6(b)(iii5.3(b)(iii)(D) has occurred.

Priority Interest. If the Additional Contributing Partners Contribution Members elect to treat the payment of an Additional Contribution as a contribution for which the Additional Contributing Partners Contribution Members receive a Priority Interest, then the following shall apply: (i) Each Additional Contributing Partner Contribution Member shall receive a Priority Interest in the distributions from the Partnership Company that would otherwise be due and payable to the Non-Non- Contributing Partner(sMember(s). The Priority Interest received by each Additional Contributing Partner Contribution Member shall be in the proportion that the amount of the Additional Contribution paid by such Additional Contributing Partner Contribution Member bears to the amount of the Additional Contributions made by all Additional Contributing Partners Contribution Members (each Additional Contributing PartnerContribution Member’s percentage share of the Priority Interests shall be its “Priority Interest Sharing Ratio”). All distributions from the Partnership Company, including all distributions pursuant to Section 5.01 and Section 5.02, that would otherwise be due and payable to the Non-Contributing Partner(sMember(s) instead shall be paid to the Additional Contributing Partners Contribution Members in accordance with their respective Priority Interest Sharing Ratio and no distribution shall be made from the Partnership Company to any Non-Contributing Partner Member until all Priority Interests have terminated. The Priority Interest shall terminate with respect to an Additional Contributing Partner Contribution Member when that Additional Contributing Partner Contribution Member has received either through the distributions it receives in respect of under its Priority Interest or through payment(s) to it by the Non-Contributing Partner(sMember(s) (which payment(s) may be made by the Non-Contributing Partner(sMember(s) at any time) of an amount equal to the Additional Contribution made by such Additional Contributing PartnerMember, plus a return thereon of twelve percent (12%) 14% per annum (compounded quarterly monthly on the outstanding balance). For purposes the purpose of making this such calculation, all amounts received by an Additional Contributing Partner Contribution Member shall be deemed to be applied first against a return on, and then to a return of the amount of, the Additional Contribution. For purposes of maintaining Capital Accounts, any amount paid by a Non-Contributing Partner Member to a Contributing Partner Member to reduce and/or terminate a Priority Interest shall be treated as though such amount were contributed by the Non-Contributing Partner Member to the Partnership Company and thereafter distributed by the Partnership Company to the Contributing Partner Member with respect to its Priority Interest. (ii) The Priority Interests shall not alter the Percentage InterestsSharing Ratios of the Members in the Company, nor shall the Priority Interests alter any distributions to the Contributing Partners Members (in their capacity as Contributing PartnersMembers, as opposed to their capacity as Additional Contributing PartnersContribution Members) in accordance with their respective Percentage InterestsSharing Ratios. Notwithstanding any provision in this Agreement to the contrary, a Partner Member may not dispose of all or a portion of its Priority Interest except to a Person to which whom it Disposes of disposes all or the applicable pro rata portion of its Partnership Membership Interest after compliance with the requirements of this Agreement for the Dispositionin connection therewith. (iii) For so long as any Additional Contribution Member holds a Priority Interest, neither any Non-Contributing Member nor its Representative (except for a Non-Contributing Member that has paid to the Additional Contribution Member(s) all of the amount of the Additional Contribution attributable to such Non-Contributing Member in accordance with Section 4.06(b)(i)) shall have the right to vote its Membership Interest (or Sharing Ratio) under the Agreement with respect to any decision regarding distributions from the Company, and any distribution to which such Non-Contributing Member is entitled shall be paid to the Additional Contribution Members in respect of the Priority Interest. (iv) No Partner Member that is a Non-Contributing Partner Member may Dispose of its Partnership Membership Interest unless, unless at the closing of such Disposition, either the Non-Contributing Partner Member or the proposed Assignee pays the amount necessary to terminate the Priority Interest arising from such Non-Contributing PartnerMember’s failure to contribute. No such transferee Assignee shall be admitted to the Partnership Company as a Partner Member until compliance with this Section 4.6(b)(iii4.06(b)(iv) has occurred.