Common use of Discretionary Distributions Clause in Contracts

Discretionary Distributions. Subject to the provisions of this Article V including Section 5.4, the Board of Managers shall have sole discretion regarding the amount and timing of Distributions to the Common Holders and the Class C Holders, if applicable, in an amount greater than the Distributions required to be made pursuant to Section 5.1(d), Section 5.1(e) or Section 5.2; provided that any Distribution in an amount greater than the Distributions required to be made pursuant to Section 5.1(d), Section 5.1(e) (other than tax distributions pursuant to Section 5.1(e)(ii)) and Section 5.2 shall require the prior written consent of at least a majority of the Independent Managers if, and then only to the extent that, (a) any Rating Agency shall have communicated to the Company, after inquiry, that such proposed Distribution is reasonably likely to result in a downgrade of the credit rating of any unsecured indebtedness of the Company or any Material Subsidiary or a negative change in the outlook of such credit rating of the Company or any of its Material Subsidiaries (a “Credit Downgrade”) or (b) the Board of Managers shall have determined in good faith that if the Company makes all or any portion of such Distribution, it will result in a reduction of the equity capital of the Company below the Required Capital Amount. Distributions made pursuant to this Section 5.3, subject to the Act, shall be distributed in accordance with Section 5.1.

Discretionary Distributions. Subject to the provisions of this Article V including Section 5.4V, the Board of Managers shall have sole discretion regarding the amount and timing of Distributions to the Common Holders and the Class C Holders, if applicable, in an amount greater than the Distributions required to be made pursuant to Section 5.1(d5.1(b), Section 5.1(e5.1(c) or Section 5.2; provided that any Distribution in an amount greater than the Distributions required to be made pursuant to Section 5.1(d5.1(b), Section 5.1(e) (other than tax distributions pursuant to Section 5.1(e)(ii)5.1(c) and Section 5.2 shall require the prior written consent of at least a majority of the Independent Managers if, and then only to the extent that, (a) any Rating Agency shall have communicated to the Company, after inquiry, that such proposed Distribution is reasonably likely to result in a downgrade of the credit rating of any unsecured indebtedness of the Company or any Material Subsidiary or a negative change in the outlook of such credit rating of the Company or any of its Material Subsidiaries (a “Credit Downgrade”) or (b) the Board of Managers shall have determined in good faith that if the Company makes all or any portion of such Distribution, it will result in a reduction of the equity capital of the Company below the Required Capital Amount. Distributions made pursuant to this Section 5.3, subject to the Act, shall be distributed in accordance with Section 5.1.

Discretionary Distributions. Subject to the provisions of this Article V including Section 5.45.3, the Board of Managers shall have sole discretion regarding the amount and timing of Distributions to the Common Holders and the Class C Holders, if applicable, in an amount greater than the Distributions required to be made pursuant to Section 5.1(d), or Section 5.1(e) or Section 5.2); provided that any Distribution in an amount greater than the Distributions required to be made pursuant to Section 5.1(d), Section 5.1(e) (other than tax distributions Tax Distributions pursuant to Section 5.1(e)(ii)) and Section 5.2 shall require the prior written consent of at least a majority of the Independent Managers if, and then only to the extent that, (a) any Rating Agency shall have communicated to the Company, after inquiry, that such proposed Distribution is reasonably likely to result in a downgrade of the credit rating of any unsecured indebtedness of the Company or any Material Subsidiary or a negative change in the outlook of such credit rating of the Company or any of its Material Subsidiaries (a “Credit Downgrade”) or (b) the Board of Managers shall have determined in good faith that if the Company makes all or any portion of such Distribution, it will result in a reduction of the equity capital of the Company below the Required Capital Amount. Distributions made pursuant to this Section 5.35.2, subject to the Act, shall be distributed in accordance with Section 5.1.