Common use of Preferred Return Distributions Clause in Contracts

Preferred Return Distributions. Except as otherwise provided in Section 13, the Managing Member shall cause the Company to distribute Cash Available for Distribution (determined as of the time such distributions are required to be made pursuant to this Section 4.1(a)) to the Limited Members as follows: (i) First, on each Class A Distribution Date, to the Class A Limited Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the cumulative amount of the Class A Limited Member Preferred Return accrued during the period from and including May 24, 2002 to but excluding the last day of the Fiscal Quarter ending on or immediately following such Class A Distribution Date for each such Class A Limited Member, over (ii) the cumulative amount of Cash previously distributed to such Class A Limited Member pursuant to this Section 4.1(a)(i); and (ii) Second, on each Class B Distribution Date, commencing January 15, 2005, to the Class B Limited Members in proportion to, and to the extent of, an amount equal to the excess, if any, of (i) the cumulative amount of the Class B Limited Member Preferred Return accrued during the period from and including the May 24, 2002 to but excluding Class B Distribution Date, over (ii) the cumulative amount of Cash previously distributed to such Class B Limited Member pursuant to this Section 4.1(a)(ii); provided that no distributions shall be made pursuant to this Section 4.1(a)(ii) unless (A) at the time such distribution is otherwise required to be made and as of the immediately preceding Class A Distribution Date, Cash Available for Distribution was at least equal to the sum of (x) the amounts required to be distributed on such preceding Class A Distribution Date pursuant to Section 4.1(a)(i) plus (y) the amounts required to be distributed on the current Class B Distribution Date pursuant this Section 4.1(a)(ii); (B) Profits of the Company for the current Allocation Year through such Class B Distribution Date (calculated as if such date were the last day of the Allocation Year) equal or exceed the amounts required to be distributed pursuant to Section 4.1(a)(i) and (a)(ii) as of such Class B Distribution Date; and (C) at the time of such distribution no Class A Notice Event, Liquidating Event or other event or condition that, but for the requirement that time elapse or notice be given, or both, would constitute a Class A Notice Event or Liquidating Event has occurred and is continuing. Distributions pursuant to this Section 4.1(a) (including any distributions made subsequent to the Class A Distribution Date or Class B Distribution Date, as applicable, on which they were required to be made but prior to the succeeding Class A Distribution Date or Class B Distribution Date, as applicable, on which distributions are required to be made) shall be made to Members of record fifteen (15) days prior to the relevant Class A Distribution Date or Class B Distribution Date, as applicable. Notwithstanding any provision to the contrary in this Section 4.1(a), the Managing Member shall cause, to the extent there is sufficient Cash Available for Distribution, there to be distributed to the Limited Members as constituted immediately prior to the sale by GM Class B of all of its Series B-1 Limited Membership Interests, any accrued but undistributed Limited Member Preferred Return with respect to such Limited Membership Interests and such distributions shall for all purposes of this Agreement be deemed to have been made pursuant to Section 4.1(a).