Common use of Equity Distributions Clause in Contracts

Equity Distributions. None of the Borrower nor any of its Subsidiaries shall directly or indirectly, make any Equity Distributions, except that (a) the Borrower may make quarterly distributions to its Members in respect of Borrower’s taxable income, in amounts proportionate to the respective percentage interests of each of such Member so that each such Member shall have received an amount equal to 48% of such Member’s share of the Borrower’s net taxable income for the relevant quarter (subject to any increase in accordance with the terms of the Borrower’s Amended and Restated Limited Liability Company Agreement) (the “Permitted Taxable Distribution Amount”), provided that if the aggregate distribution made during any calendar year exceeds the Permitted Taxable Distribution Amount, then the excess distribution for such tax year shall be applied to the permitted distributions for the immediately subsequent quarters, Dollar-for-Dollar, until all such excess has been applied to future permitted distributions, b) the Borrower may make distributions to pay an annual 5% return on its Class A Units, so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, (c) the Borrower may (i) make distributions to pay up to an annual 7% return on the Specified Class A-1 Units, so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, or (ii) if the conditions in clause (i) are not satisfied, issue payment in kind notes in lieu thereof in an amount equal to an annual 7% return on the Specified Class A-1 Units, (d) the Borrower may make distributions in respect of its outstanding equity interests in an amount not to exceed $150,000,000 in the aggregate during the period from (and including) the Restatement Date until the first anniversary of the Restatement Date (the “$150 Million Basket”), (i) so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, and (ii) subject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii), and (e) the Borrower may make additional Equity Distributions (the “Additional Equity Distributions”), so long as (i) no Default or Matured Default has occurred and is continuing or would be caused thereby, (ii) the Borrower shall be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the Fixed Charge Coverage Ratio after giving effect to such Equity Distribution and (iii) to the extent such Additional Equity Distributions shall be made with IPO Proceeds, subject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii).

Equity Distributions. None of the Borrower nor any of its Subsidiaries shall directly or indirectly, make any Equity Distributions, except that (a) the Borrower may make quarterly distributions to its Members in respect of Borrower’s taxable income, in amounts proportionate to the respective percentage interests of each of such Member so that each such Member shall have received an amount equal to 4854% of such Member’s share of the Borrower’s net taxable income for the relevant quarter (subject to any increase in accordance with the terms of the Borrower’s Amended NB LLC Agreement and Restated Limited Liability Company the PA LLC Agreement, respectively) (the “Permitted Taxable Distribution Amount”), provided that if the aggregate distribution made during any calendar year exceeds the Permitted Taxable Distribution Amount, then the excess distribution for such tax year shall be applied to the permitted distributions for the immediately subsequent quarters, Dollar-for-Dollar, until all such excess has been applied to future permitted distributions, (b) in connection with the consummation of the Leucadia Transaction, the Borrower may make distributions to pay an annual 5% return on its Class A Units, so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, (c) the Borrower may (i) make distributions required to pay up to an annual 7% return on complete the Specified Class A-1 Units, so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, or (ii) if the conditions in clause (i) are not satisfied, issue payment in kind notes in lieu thereof in an amount equal to an annual 7% return on the Specified Class A-1 Units, (d) the Borrower may make distributions in respect of its outstanding equity interests in an amount not to exceed $150,000,000 in the aggregate during the period from (and including) the Restatement Date until the first anniversary of the Restatement Date (the “$150 Million Basket”), (i) so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, Permitted PA Restructuring and (ii) subject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii)the KleinCos Equity Distributions, and (ec) the Borrower may make additional Equity Distributions (the “Additional Equity Distributions”), so long as (i) no Default or Matured Default has occurred and is continuing or would be caused thereby, (ii) the Borrower shall be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the Fixed Charge Coverage Ratio after giving effect to such Equity Distribution and (iii) to the extent such Additional Equity Distributions shall be made with IPO Proceeds, subject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii).

Equity Distributions. None of the The Borrower nor any of its Subsidiaries shall not directly or indirectly, make any Equity Distributions, except that (a) the Borrower may make quarterly distributions to its Members in respect of Borrower’s taxable income, in amounts proportionate to the respective percentage interests of each of such Member so that each such Member shall have received an amount equal to 48% of such Member’s share of the Borrower’s net taxable income for the relevant quarter (subject to any increase in accordance with the terms of the Borrower’s Amended and Restated Limited Liability Company Agreement) (the “Permitted Taxable Distribution Amount”), provided that if the aggregate distribution made during any calendar year exceeds the Permitted Taxable Distribution Amount, then the excess distribution for such tax year shall be applied to the permitted distributions for the immediately subsequent quarters, Dollar-for-Dollar, until all such excess has been applied to future permitted distributions, (b) the Borrower may make distributions to pay an annual 5% return on its Class A Units, so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, (c) the Borrower may (i) make distributions to pay up to an annual 7% return on the Specified Class A-1 Units, so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, or (ii) if the conditions in clause (i) are not satisfied, issue payment in kind notes in lieu thereof in an amount equal to an annual 7% return on the Specified Class A-1 Units, (d) the Borrower may make distributions in respect of its outstanding equity interests in an amount not to exceed $150,000,000 in the aggregate during the period from (and including) the Restatement Date until the first anniversary of the Restatement Date (the “$150 Million Basket”), (i) so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, and (ii) subject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii), and (e) the Borrower may make additional distributions in respect of its outstanding equity interests to pay an Annual Regular Dividend on such equity interests in an aggregate amount not to exceed the Equity Distributions Threshold and (the “Additional Equity Distributions”), c) so long as (i) no Default or Matured Default has occurred and is continuing or would be caused thereby, thereby and (ii) at the time such distribution is made the Borrower’s Funded Debt to EBITDA Ratio as at the most recently ended Fiscal Year is less than or equal to 2.00 to 1.00, the Borrower may make additional distributions in respect of its outstanding equity interests in an aggregate amount not to exceed the Equity Distributions Threshold not otherwise utilized under clause (b) above. 28. Section 12.10 of the Agreement, Actions Upon Request of the Borrower, shall be amended and restated in pro forma compliance (based on assumptions and projections acceptable its entirety to the Agent) with the Fixed Charge Coverage Ratio after giving effect to such Equity Distribution and (iii) to the extent such Additional Equity Distributions shall be made with IPO Proceeds, subject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii).read as follows:

Equity Distributions. None of the Neither Borrower nor any of its Subsidiaries other Loan Party shall directly or indirectly, make any Equity DistributionsRestricted Payment; provided, except however that notwithstanding the foregoing: (ai) the Borrower may make quarterly distributions to its Members in respect of Borrower’s taxable income, in amounts proportionate to the respective percentage interests of each of such Member so that each such Member shall have received an amount equal to 48% of such Member’s share of the Borrower’s net taxable income for the relevant quarter (subject to any increase in accordance with the terms of the Borrower’s Amended and Restated Limited Liability Company Agreement) (the “Permitted Taxable Distribution Amount”), provided that if the aggregate distribution made during any calendar year exceeds the Permitted Taxable Distribution Amount, then the excess distribution for such tax year Loan Parties shall be applied permitted to the permitted distributions for the immediately subsequent quarters, Dollar-for-Dollar, until all such excess has been applied to future permitted distributions, bmake Permitted Payments at any time; (ii) the Borrower may make distributions to pay an annual 5% return on its Class A Units, so long as no Event of Default or Matured has occurred and is continuing, Borrower shall be permitted to make, on one occasion and one occasion only under this subclause (ii) after the Closing Date, a Restricted Payment in the form of a one-time distribution of up to $10,000,000 to the holders of its Equity Interests; (iii) so long as no Event of Default has occurred and is continuing or would occur, Borrower shall be caused therebypermitted to make any other Restricted Payment if, (cA) Lender receives the Borrower may required Related Paydown prior to or substantially simultaneously with the making of such other Restricted Payment and (iB) make distributions immediately after making such Restricted Payment and required Related Paydown, the sum of the Loan Parties’ Cash and Cash Equivalents would be not less than $30,000,000. Any Related Paydown received by Lender shall be applied to pay up the Loan in inverse order of maturity, and no Prepayment Fee shall be due in connection therewith; provided that no Restricted Payments shall be permitted under this subclause (iii) if the Annualized Leverage Ratio on a pro forma basis immediately after giving effect to an annual 7% return on such Restricted Payment and the Specified Class A-1 Units, Related Paydown would be greater than 2.00:1.00 (determined as of the date such Restricted Payment is declared so long as no Default or Matured Default has occurred and such Restricted Payment is continuing or would be caused therebypaid within 90 days of the date of declaration); (iv) following the consummation of an IPO Event, or (ii) if the conditions in clause (i) are not satisfied, issue payment in kind notes in lieu thereof in an amount equal to an annual 7% return on the Specified Class A-1 Units, (d) the Borrower may make distributions in respect of its outstanding equity interests additional Restricted Payments in an amount not to exceed $150,000,000 in the aggregate during the period from (and including) the Restatement Date until the first anniversary 10.00% per annum of the Restatement Date (the “$150 Million Basket”), (i) so long as no Default net proceeds received by or Matured Default has occurred and is continuing or would be caused thereby, and (ii) subject contributed to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii), and (e) the Borrower may make additional Equity Distributions (the “Additional Equity Distributions”)in or from such IPO Event; provided, so long as (i) no Default or Matured Default has occurred that both immediately before and is continuing or would be caused thereby, (ii) the Borrower shall be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the Fixed Charge Coverage Ratio after giving effect thereto, no Event of Default shall have occurred and be continuing; and (v) at least five (5) Business Days prior to such Equity Distribution and declaring a Restricted Payment pursuant to subclause (iii) or (iv) of this Section 5(p), Borrower shall provide Lender with a certificate (in form and substance reasonably satisfactory to Lender) duly executed by a Responsible Officer of Borrower stating that the requisite conditions to the extent making of such Additional Equity Distributions shall be made with IPO ProceedsRestricted Payment have been satisfied and containing a calculation, subject in form and detail reasonably satisfactory to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii)Lender, in support of the amount of such Restricted Payment.