Common use of No Distributions Clause in Contracts

No Distributions. (i) No Borrower will retire, repurchase or redeem any of such Borrower’s capital stock or other ownership interest in such Borrower, nor declare or pay any dividend in cash or other property (other than additional shares of capital stock or additional ownership interests) to any owner or holder of such Borrower’s shares or other ownership interest; provided, that: (A) any subsidiary of a Borrower may declare and pay dividends to such Borrower; (B) Borrowers may repurchase equity interests consisting of common stock held by employees pursuant to any employee stock ownership plan thereof disclosed in Item 5 of the Schedule upon the termination, retirement or death of any such employee in accordance with the provisions of such plan; provided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Default shall exist or have occurred and be continuing, (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property is bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $250,000; (C) LSG may redeem, retire, defease, purchase or otherwise acquire any shares of any class of its equity interests for consideration in the form of shares of common stock or Qualified Equity Interests, or the proceeds therefrom, so long as, in each case after giving effect thereto no Change of Control or other Default shall exist or occur; and (D) LSG may effect a redemption of its Series H Preferred Shares, Series I Preferred Shares, and Series J Preferred Shares, in each case pursuant to the terms of the applicable Certificates of Designation; provided, that, in all events Borrowers shall indefeasibly repay the Obligations in full and cause all Letters of Credit to be cancelled and returned (or cash collateralized pursuant to Section 17(c)) at least 1 Business Day prior to the date on which LSG effects such redemption as permitted by this Section 8(c). (ii) No Borrower will enter into a management or advisory agreement with, or pay any Management Fees except as permitted by the Service Fees Subordination Agreement.

No Distributions. Other than as provided in Sections 3.1(b)(iii)(D) and 3.11(b) of the Depositary Agreement, directly or indirectly, (ia) No Borrower will retiremake or declare any payment or distribution (in cash, repurchase property or redeem any of such Borrower’s capital stock or other ownership interest in such Borrower, nor declare or pay any dividend in cash or other property (other than additional shares of capital stock or additional ownership interestsobligation) to any owner of its Affiliates, or holder (b) make any payment of such Borrower’s shares principal or other ownership interest; providedinterest in respect of any subordinated indebtedness (including Permitted Affiliate Subordinated Indebtedness) (each payment described in clauses (a) and (b) being hereinafter referred to as a “Restricted Payment”), thatexcept, in the case of any Restricted Payment: (Aa) any subsidiary of a Borrower may declare and pay dividends to such Borrowermade from the Distribution Account; (Bb) Borrowers may repurchase to make equity interests consisting contributions in accordance with Section 3.3(e) from funds on deposit in the Distribution Reserve Account if all Restricted Payment Conditions other than the Delay RP Conditions are satisfied; (c) from the proceeds of common stock held by employees pursuant a Project Initial Funding in an amount equal to the Project Initial Funding Date Distribution; (d) Permitted Tax Distributions on a Repayment Date from funds on deposit in the Distribution Reserve Account; provided that the Delay RP Conditions have been satisfied; (e) distributions to the Borrower, any employee stock ownership plan thereof disclosed in Item 5 Project Company, any Tax Equity JV, any Lessee, any Tax Equity HoldCo and any other Subsidiary of the Schedule upon Borrower from any Project Company, any Tax Equity JV, any Lessee, any Tax Equity HoldCo or any other Subsidiary of the terminationBorrower (and, retirement or death in the case of a Restricted Payment from a non-wholly owned Subsidiary of the Borrower, to the Borrower, Project Company, Tax Equity JV, Lessee, Tax Equity Holdco and any other Subsidiary of the Borrower and each other owner of Capital Stock of such employee Subsidiary in accordance with the provisions of such plan; provided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Default shall exist or have occurred and be continuing, (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property is bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $250,000; (C) LSG may redeem, retire, defease, purchase or otherwise acquire any shares of any class of its equity interests for consideration in the form of shares of common stock or Qualified applicable Tax Equity Interests, or the proceeds therefrom, so long as, in each case after giving effect thereto no Change of Control or other Default shall exist or occurDocuments); and (Df) LSG may effect from Tax Equity Proceeds or, if not applied to a redemption Pro Rata Equity Contribution, the Initial TE Funding; provided that (i) no Event of its Series H Preferred Shares, Series I Preferred SharesDefault has occurred and is continuing, and Series J Preferred Shares, in each case pursuant to the terms of the applicable Certificates of Designation; provided, that, in all events Borrowers shall indefeasibly repay the Obligations in full and cause all Letters of Credit to be cancelled and returned (or cash collateralized pursuant to Section 17(c)) at least 1 Business Day prior to the date on which LSG effects such redemption as permitted by this Section 8(c). (ii) No after giving pro forma effect to such Restricted Payment, the Borrower will enter into a management or advisory agreement with, or pay any Management Fees except as permitted by is in compliance with the Service Fees Subordination AgreementTCD Sizing Criteria.

No Distributions. (i) No Borrower will retireDeclare, repurchase or redeem any of such Borrower’s capital stock or other ownership interest in such Borrowerset aside, nor declare make or pay any dividend distribution in cash or other property (other than additional shares of capital stock or additional ownership interests) to any owner or holder of such Borrower’s shares or other ownership interest; provided, that: (A) any subsidiary of a Borrower may declare and pay dividends to such Borrower; (B) Borrowers may repurchase equity interests consisting of common stock held by employees pursuant to any employee stock ownership plan thereof disclosed in Item 5 respect of the Schedule upon the terminationmembership interests of Seller, retirement or death of any such employee in accordance with the provisions of such plan; provided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Default shall exist or have occurred and be continuing, (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property is bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $250,000; (C) LSG may redeem, retire, defease, purchase redeem or otherwise acquire any shares of any class of outstanding membership interests or other securities of, or interests in, Seller except that (i) Seller may distribute cash to its equity interests for consideration members in the form Ordinary Course of shares Business in connection with their funding of common stock or Qualified Equity Interests, or the proceeds therefrom, so long as, in each case after giving effect thereto no Change of Control or other Default shall exist or occur; and (D) LSG may effect a redemption of its Series H Preferred Shares, Series I Preferred Shares, and Series J Preferred Shares, in each case pursuant estimated U.S. federal income Tax payments attributable to the terms operations of the Business, provided that such distribution, together with previous distributions in respect of the same Tax year, if any, shall not exceed in the aggregate an amount equal to 42% of the taxable income attributable to the operations of the Business for the applicable Certificates Tax year through the date of Designation; providedsuch distribution, thatas estimated by Seller in good faith (in consultation with Purchaser), in all events Borrowers shall indefeasibly repay the Obligations in full and cause all Letters of Credit to be cancelled and returned (or cash collateralized pursuant to Section 17(c)) at least 1 Business Day prior allocated to the date on which LSG effects such redemption as permitted by this Section 8(c). members of Seller under the Code (ii) No Borrower will enter into prior to, and in anticipation of, the Closing, Seller may distribute cash to its members, in a management or advisory agreement withmanner consistent with Seller’s past practices, or pay any Management Fees except in connection with the funding of their estimated U.S. federal income Tax payments attributable to the operations of the Business through the Closing Date, provided that such distribution, together with previous distributions in respect of the same Tax year, if any, shall not exceed in the aggregate an amount equal to 42% of the taxable income attributable to the operations of the Business for the Tax year during which the Closing occurs through the Closing Date, as permitted estimated by Seller in good faith (in consultation with Purchaser), to be allocated to the Service Fees Subordination Agreement.members of Seller under the Code and (iii) following delivery by Seller to Purchaser of the Pre-Closing Statement in accordance with Section 3.2(a) and prior to, and in anticipation of, the Closing, Seller may distribute cash to its members equal to 42% of the amount, if any, by which (x) the Estimated Closing Date Pre-Purchased Prime Value exceeds (y) the Target Pre-Purchased Prime Value, provided that Seller shall simultaneously therewith provide Purchaser written notice of the amount of such distribution (which notice shall be accompanied by reasonable supporting documentation)(any distribution pursuant to this clause (iii), the “Estimated Pre-Purchased Prime Value Distribution”);

No Distributions. (i) No Borrower will retireshall make, repurchase pay or redeem set apart any funds for the payment or distribution to its shareholders, partners or members if such distribution would cause or result in an Event of Default or Potential Event of Default. In addition, TEP shall not declare or make any distribution of assets, properties, cash, rights, obligations or securities on account of any of such Borrower’s capital stock its membership interests, or other ownership interest in such Borrowerpurchase, nor declare or pay any dividend in cash or other property (other than additional shares of capital stock or additional ownership interests) to any owner or holder of such Borrower’s shares or other ownership interest; provided, that: (A) any subsidiary of a Borrower may declare and pay dividends to such Borrower; (B) Borrowers may repurchase equity interests consisting of common stock held by employees pursuant to any employee stock ownership plan thereof disclosed in Item 5 of the Schedule upon the termination, retirement or death of any such employee in accordance with the provisions of such plan; provided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Default shall exist or have occurred and be continuing, (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property is bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $250,000; (C) LSG may redeem, retire, defease, purchase redeem or otherwise acquire for value any shares of its membership interests or any warrants, rights or options to acquire such membership interests, now or hereafter outstanding; except that TEP may, (a) following the resale of any class item of Eligible Inventory to PLMI or MILPI, any Equipment Growth Fund or any third party and after having repaid in full the Loan advanced by Lenders to finance or refinance such Eligible Inventory, distribute the remaining proceeds of such resale to MILPI and (b) no more frequently than monthly and in no event prior to such time as TEP shall have made payment in full of all interest on the Loans funded hereunder accrued through the last day of the previous calendar month, TEP may distribute its net profits (revenues less interest and operating expenses) to MILPI. In addition, Acquisub shall not declare or make any distribution of assets, properties, cash, rights, obligations or securities on account of any of its equity interests for consideration in the form of shares of common stock or Qualified Equity Interestsmembership interests, or the proceeds therefrompurchase, so long as, in each case after giving effect thereto no Change of Control redeem or other Default shall exist or occur; and (D) LSG may effect a redemption otherwise acquire for value any of its Series H Preferred Sharesmembership interests or any warrants, Series I Preferred Sharesrights or options to acquire such membership interests, now or hereafter outstanding; except that Acquisub may, (a) following the resale of any item of Eligible Inventory to PLMI or MILPI, any Equipment Growth Fund or any third party and Series J Preferred Sharesafter having repaid in full the Loan advanced by Lenders to finance or refinance such Eligible Inventory, distribute the remaining proceeds of such resale to FSI and (b) no more frequently than monthly and in each case pursuant no event prior to such time as Acquisub shall have made payment in full of all interest on the terms Loans funded hereunder accrued through the last day of the applicable Certificates of Designation; providedprevious calendar month, that, in all events Borrowers shall indefeasibly repay the Obligations in full Acquisub may distribute its net profits (revenues less interest and cause all Letters of Credit operating expenses) to be cancelled and returned (or cash collateralized pursuant to Section 17(c)) at least 1 Business Day prior to the date on which LSG effects such redemption as permitted by this Section 8(c)FSI. (ii) No Borrower will enter into a management or advisory agreement with, or pay any Management Fees except as permitted by the Service Fees Subordination Agreement.”

No Distributions. (i) No Borrower will retireshall make, repurchase pay or redeem set apart any funds for the payment or distribution to its shareholders, partners or members if such distribution would cause or result in an Event of Default or Potential Event of Default. In addition, TEP shall not declare or make any distribution of assets, properties, cash, rights, obligations or securities on account of any of such Borrower’s capital stock its membership interests, or other ownership interest in such Borrowerpurchase, nor declare or pay any dividend in cash or other property (other than additional shares of capital stock or additional ownership interests) to any owner or holder of such Borrower’s shares or other ownership interest; provided, that: (A) any subsidiary of a Borrower may declare and pay dividends to such Borrower; (B) Borrowers may repurchase equity interests consisting of common stock held by employees pursuant to any employee stock ownership plan thereof disclosed in Item 5 of the Schedule upon the termination, retirement or death of any such employee in accordance with the provisions of such plan; provided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Default shall exist or have occurred and be continuing, (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property is bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $250,000; (C) LSG may redeem, retire, defease, purchase redeem or otherwise acquire for value any shares of its membership interests or any warrants, rights or options to acquire such membership interests, now or hereafter outstanding; except that TEP may, (a) following the resale of any class item of Eligible Inventory to PLMI or MILPI, any Equipment Growth Fund or any third party and after having repaid in full the Loan advanced by Lenders to finance or refinance such Eligible Inventory, distribute the remaining proceeds of such resale to MILPI and (b) no more frequently than monthly and in no event prior to such time as TEP shall have made payment in full of all interest on the Loans funded hereunder accrued through the last day of the previous calendar month, TEP may distribute its net profits (revenues less interest and operating expenses) to MILPI. In addition, Acquisub shall not declare or make any distribution of assets, properties, cash, rights, obligations or securities on account of any of its equity interests for consideration in the form of shares of common stock or Qualified Equity Interestsmembership interests, or the proceeds therefrompurchase, so long as, in each case after giving effect thereto no Change of Control redeem or other Default shall exist or occur; and (D) LSG may effect a redemption otherwise acquire for value any of its Series H Preferred Sharesmembership interests or any warrants, Series I Preferred Sharesrights or options to acquire such membership interests, now or hereafter outstanding; except that Acquisub may, (a) following the resale of any item of Eligible Inventory to PLMI or MILPI, any Equipment Growth Fund or any third party and Series J Preferred Sharesafter having repaid in full the Loan advanced by Lenders to finance or refinance such Eligible Inventory, distribute the remaining proceeds of such resale to FSI and (b) no more frequently than monthly and in each case pursuant no event prior to such time as Acquisub shall have made payment in full of all interest on the terms Loans funded hereunder accrued through the last day of the applicable Certificates previous calendar month, Acquisub may distribute its net profits (revenues less interest and operating expenses) to FSI. In addition, Rail shall not declare or make any distribution of Designationassets, properties, cash, rights, obligations or securities on account of any of its membership interests, or purchase, redeem or otherwise acquire for value any of its membership interests or any warrants, rights or options to acquire such membership interests, now or hereafter outstanding; providedexcept that Rail may, that(a) following the resale of any item of Eligible Inventory to PLMI or MILPI, in all events Borrowers shall indefeasibly repay the Obligations any Equipment Growth Fund or any third party and after having repaid in full the Loan advanced by Lenders to finance or refinance such Eligible Inventory, distribute the remaining proceeds of such resale to its members and cause all Letters of Credit to be cancelled (b) no more frequently than monthly and returned (or cash collateralized pursuant to Section 17(c)) at least 1 Business Day in no event prior to such time as Rail shall have made payment in full of all interest on the date on which LSG effects such redemption as permitted by this Section 8(c)Loans funded hereunder accrued through the last day of the previous calendar month, Rail may distribute its net profits (revenues less interest and operating expenses) to its members. (ii) No Borrower will enter into a management or advisory agreement with, or pay any Management Fees except as permitted by the Service Fees Subordination Agreement.”