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 54% 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 NB LLC Agreement and 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 (i) distributions required to complete the Permitted PA Restructuring and (ii) the KleinCos Equity Distributions, and (c) 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 5448% 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 NB LLC Agreement Borrower’s Amended and the PA LLC Restated Limited Liability Company 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 complete pay up to an annual 7% return on the Permitted PA Restructuring 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) the KleinCos Equity Distributionssubject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii), and (ce) 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 5448% 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 NB LLC Agreement Borrower’s Amended and the PA LLC Restated Limited Liability Company 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 Transactionso long as no Default or Matured Default has occurred and is continuing or would be caused thereby, the Borrower may make (i) distributions required in respect of its outstanding equity interests to complete pay an Annual Regular Dividend on such equity interests in an aggregate amount not to exceed the Permitted PA Restructuring and (ii) the KleinCos Equity Distributions, Distributions Threshold and (c) 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, 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 shall be may make additional distributions in pro forma compliance (based on assumptions and projections acceptable respect of its outstanding equity interests in an aggregate amount not to exceed 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)Threshold not otherwise utilized under clause (b) above.