Distribution of LLC Funds. (a) Subject to Section 4.05, the Members shall be entitled to receive distributions only (i) when determined by the Board, (ii) as contemplated by Section 11.03 or (iii) as contemplated by Sections 4.02 and 11.04 upon a liquidation or dissolution of the LLC. To the extent that the Board determines that any distributions shall be made to the Members other than the distribution of Non-Cumulative Dividends pursuant to Section 4.01(a) or distributions pursuant to Section 11.03 or 11.04, such distributions shall be distributed to the Members in the following order of priority:
Distribution of LLC Funds. Except as otherwise provided in this Article VII, all funds and assets of the LLC which are determined by the Manager to be available for distribution at any point in time shall be distributed to the Members in proportion to their Membership Interests at that time. No Member shall be entitled to any distribution or payment with respect to its interest in the LLC upon the resignation or withdrawal of such Member except to the extent that the LLC exercises its option to purchase the interest of such Member under Section 9.04. Distributions may be limited and repayable as provided in the Act.
Distribution of LLC Funds. The Board shall cause the Company to make the Tax Distributions required by Section 11.02, to the extent that funds are legally available therefor, and if funds are legally available therefor, to the extent permitted by the Holdings Indentures and Holdings’ Charter, and if restricted by the Holdings Indentures and/or Holdings’ Charter, in part or in whole, the Company shall use its best efforts to obtain the consent of the applicable parties to make such Tax Distributions. All other funds and assets of the Company which are determined by the Board, in its sole discretion, to be available for distribution shall be distributed to the Members in accordance with the priorities set forth in Sections 11.03 and 11.04 below. No Member shall be entitled to any distribution or payment with respect to such Member’s interest in the Company except as set forth in this Agreement. Distributions shall be limited and repayable as required by the Act.
Distribution of LLC Funds. The holders of a Majority in Interest of the then outstanding Units may in addition to any other distributions required to be made hereunder, at any time cause the LLC to distribute cash to the Members in proportion to the ratio that the number of Units held by such Member bears to the total number of Units then outstanding; provided that, in the event if it is anticipated that the Members will recognize taxable income with respect to the LLC for any year, the Managers shall make a good faith estimate of the amount of such taxable income to be recognized by each of the Members, and distributions of LLC cash shall be made to each of the Members (at such times as may be appropriate to permit timely payment of taxes, including estimated taxes) in an amount equal to (x) the appropriate effective tax rate (as determined by the Managers) applicable to such Member or, in the case of taxable income that is passed through to the shareholders or partners of a Member that is a "Subchapter S" corporation or a partnership, such Member's shareholders or partners (in each case, such Member's "Effective Tax Rate"), (y) multiplied by the taxable income recognized by such Member. This Section 6.1 shall apply to all distributions other than distributions upon liquidation.
Distribution of LLC Funds
