Common use of Quarterly Distributions Clause in Contracts

Quarterly Distributions. Notwithstanding Sections 5.1 and 5.2 above, so long as the Managing Member has not determined in good faith that such distribution would be prohibited or create a default or event of default under the Act or any financing agreement to which the Company or its Members is subject, then (i) at least ten business days before each date prescribed by the Code for calendar year corporations to pay quarterly installments of estimated tax, the Company shall distribute to the Members and Economic Owners an amount of cash equal to the excess of (x) the Quarterly Estimated Tax Amount for the quarter of the Taxable Year with respect to which such distribution is being made over (y) the amount of Distributions (if any) previously made pursuant to Section 5.2 during such quarter; (ii) if the aggregate amount of such quarterly distributions with respect to any Taxable Year is less than the Company's Tax Amount for such Taxable Year, the Company shall distribute an amount of cash equal to the balance of such Tax Amount ("Shortfall Distributions"); and (iii) the Company shall use its best efforts to make such Shortfall Distributions at, on or before the date prescribed by the Code (without extensions) for calendar year corporations to file federal income tax returns. Distributions pursuant to this Section 5.5 shall be made among the Members and Economic Owners in the same proportion that the Company's taxable income for the Taxable Year is allocated among the Members and Economic Owners, as determined by the Managing Member. Distributions pursuant to this Section 5.5 shall be treated as advance distributions (and shall be offset against future distributions to such Member or Economic Owner) pursuant to Section 5.2(a), (b) or (c), as appropriate. If the aggregate amount of such distributions under this Section 5.5 with respect to any Taxable Year exceeds a Member's or Economic Owner's share of the Company's Tax Amount for such Taxable Year, the Company's obligations to make future distributions to such Member or Economic Owner pursuant to this Section 5.5 shall be reduced by the amount of such excess until such excess has been fully deducted from such distributions.