Common use of Amounts and Timing Clause in Contracts

Amounts and Timing. Subject to Section 9.7(c), all distributions to Members made in accordance with this Article IX shall be reasonably determined by the Managers taking into account the working capital needs of the Company and other current or projected uses of funds, after a reasonable reserve has been established. Subject to Section 9.7(c), distributions of Net Cash Flow shall be made to the Members as follows and in the following order of priority: (i) first, to repay the Newmark Loans and ▇▇▇▇-▇▇▇▇ Loans (and any and all accrued but unpaid interest and return thereon), pari passu in proportion to their respective unpaid principal balances of the Newmark Loans and ▇▇▇▇-▇▇▇▇ Loans, with any amounts so distributed being applied first to reduce any and all of the accrued but unpaid interest thereon to the extent thereof and then to reduce any outstanding principal; (ii) second, to the Members in proportion to their respective Capital Contributions, until the aggregate amount distributed to each Member under this clause (ii) shall equal such Member’s aggregate Capital Contributions; and (iii) third, to the Members, in proportion to their respective Sharing Ratios; provided, however, other than Tax Distributions, distributions of Net Cash Flow under this Section 9.7(a) shall not be made to the Members until, at the earliest, the second anniversary from the Effective Date. In the event that the Managers do not determine when distributions are to be made for the then Fiscal Year, such distributions, shall be made within 90 days of the end of each Fiscal Year to those Persons recognized on the books of the Company as Members or as Assignees on the last day of such Fiscal Year.