Common use of Restricted Payments; Restrictions on Certain Redemptions Clause in Contracts

Restricted Payments; Restrictions on Certain Redemptions. (a) Unless all accrued and unpaid dividends on the Blocker Preferred for all past dividend periods shall have been paid in full, the Company will not: (i) make any Restricted Payments; (ii) except as set forth in Section 5.2(b), declare or pay any distribution or make any distribution of assets on any Parity Membership Interests, other than distributions in the form of Parity Membership Interests or Junior Membership Interests (it being understood that the Company shall be permitted to make tax distributions on its Junior Membership Interests as provided in clause (i) of the definition of Restricted Payments); or (iii) redeem, purchase or otherwise acquire any Parity Membership Interests, except upon conversion into or exchange for other Parity Membership Interests or Junior Membership Interests. (b) Whether or not all accrued and unpaid distributions or dividends on the Class E Preferred Membership Interests or Blocker Preferred for all past dividend periods shall have been paid in full, (i) the Company will not make any Restricted Payments on or prior to January 1, 2014, and may only make Restricted Payments after January 1, 2014 if the Restricted Payment Conditions are satisfied, and (ii) so long as any Class E Preferred Membership Interests are outstanding, any Distributions in respect of the Class E Preferred Accrued Distribution Amount, the GM Preferred Accrued Distribution Amount, the Class F Preferred Accrued Distribution Amount, the Class D-1 Preferred Accrued Distribution Amount or the Class D-2 Preferred Accrued Distribution Amount shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; provided, however, that the Company may make any such distributions on the Class E Preferred Membership Interests and any Parity Membership Interests while all accrued and unpaid dividends on the Blocker Preferred for all past dividend periods shall have not been paid in full so long as all such distributions are paid either (A) pro rata so that the amount of Distributions on the Class E Preferred Membership Interests and each such other class or series of Parity Membership Interests shall in all cases bear to each other the same ratio as the accrued returns on the Class E Preferred Membership Interests and such class or series of Parity Membership Interests bear to each other or (B) on another basis that is at least as favorable to the Class E Preferred Holder in the reasonable judgment of the Board of Managers. (c) So long as any Class E Preferred Membership Interests remain outstanding, if any Parity Membership Interests are redeemed (other than in connection with distributions of stock of the corporation resulting from a Company Conversion), then the Class E Preferred Membership Interests shall also be redeemed on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests. (d) Notwithstanding anything in this Agreement to the contrary, the restrictions set forth in Section 5.2(a) and Section 5.2(b) shall not prohibit (i) tax distributions on Junior Membership Interests as provided in Section 5.1(e); (ii) the conversion or exchange of Junior Membership Interests for other Junior Membership Interests; and (iii) an exchange pursuant to the Company Conversion.

Restricted Payments; Restrictions on Certain Redemptions. (a) Unless all accrued and unpaid dividends on the Blocker Preferred for all past dividend periods shall have been paid in full, the Company will not: (i) make any Restricted Payments; (ii) except as set forth in Section 5.2(b5.4(b), declare or pay any distribution or make any distribution of assets on any Parity Membership Interests, other than distributions in the form of Parity Membership Interests or Junior Membership Interests (it being understood that the Company shall be permitted to make tax distributions on its Junior Membership Interests as provided in clause (i) of the definition of Restricted Payments); or (iii) redeem, purchase or otherwise acquire any Parity Membership Interests, except upon conversion into or exchange for other Parity Membership Interests or Junior Membership Interests. (b) Whether or not all accrued and unpaid distributions or dividends on the Class E Preferred Membership Interests or Blocker Preferred for all past dividend periods shall have been paid in full, (i) the Company will not make any Restricted Payments on or prior to January 1, 2014, and may only make Restricted Payments after January 1, 2014 if the Restricted Payment Conditions are satisfied, and (ii) so long as any Class E Preferred Membership Interests are outstanding, any Distributions in respect of the Class E Preferred Accrued Distribution Amount, the GM Preferred Accrued Distribution Amount, the Class F Preferred Accrued Distribution Amount, the Class D-1 Preferred Accrued Distribution Amount or the Class D-2 Preferred Accrued Distribution Amount shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; provided, however, that the Company may make any such distributions on the Class E Preferred Membership Interests and any Parity Membership Interests while all accrued and unpaid dividends on the Blocker Preferred for all past dividend periods shall have not been paid in full so long as all such distributions are paid either (A) pro rata so that the amount of Distributions on the Class E Preferred Membership Interests and each such other class or series of Parity Membership Interests shall in all cases bear to each other the same ratio as the accrued returns on the Class E Preferred Membership Interests and such class or series of Parity Membership Interests bear to each other or (B) on another basis that is at least as favorable to the Class E Preferred Holder in the reasonable judgment of the Board of Managers. (c) So long as any Class E Preferred Membership Interests remain outstanding, if any Parity Membership Interests are redeemed (other than in connection with distributions of stock of the corporation resulting from a Company Conversion), then the Class E Preferred Membership Interests shall also be redeemed on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests. (d) Notwithstanding anything in this Agreement to the contrary, the restrictions set forth in Section 5.2(a5.4(a) and Section 5.2(b5.4(b) shall not prohibit (i) tax distributions on Junior Membership Interests as provided in Section 5.1(e); (ii) the conversion or exchange of Junior Membership Interests for other Junior Membership Interests; and (iii) an exchange pursuant to the Company Conversion.

Restricted Payments; Restrictions on Certain Redemptions. (a) Unless all accrued and unpaid dividends on the Blocker Preferred for all past dividend periods shall have been paid in full, the Company will not: (i) make any Restricted Payments; (ii) except as set forth in Section 5.2(b), declare or pay any distribution or make any distribution of assets on any Parity Membership Interests, other than distributions in the form of Parity Membership Interests or Junior Membership Interests (it being understood that the Company shall be permitted to make tax distributions on its Junior Membership Interests as provided in clause (i) of the definition of Restricted Payments); or (iii) redeem, purchase or otherwise acquire any Parity Membership Interests, except upon conversion into or exchange for other Parity Membership Interests or Junior Membership Interests. (b) Whether or not all accrued and unpaid distributions or dividends on the Class E Preferred Membership Interests or Blocker Preferred for all past dividend periods shall have been paid in full, (i) the Company will not make any Restricted Payments on or prior to January 1, 2014, and may only make Restricted Payments after January 1, 2014 if the Restricted Payment Conditions are satisfied, and (ii) so long as any Class E Preferred Membership Interests are outstanding, any Distributions in respect of the Class E Preferred Accrued Distribution Amount, the GM Preferred Accrued Distribution Amount, the Class F Preferred Accrued Distribution Amount, the Class D-1 Preferred Accrued Distribution Amount or the Class D-2 Preferred Accrued Distribution Amount shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; provided, however, that the Company may make any such distributions on the Class E Preferred Membership Interests and any Parity Membership Interests while all accrued and unpaid dividends on the Blocker Preferred for all past dividend periods shall have not been paid in full so long as all such distributions are paid either (A) pro rata so that the amount of Distributions on the Class E Preferred Membership Interests and each such other class or series of Parity Membership Interests shall in all cases bear to each other the same ratio as the accrued returns on the Class E Preferred Membership Interests and such class or series of Parity Membership Interests bear to each other or (B) on another basis that is at least as favorable to the Class E Preferred Holder in the reasonable judgment of the Board of Managers. (c) So long as any Class E Preferred Membership Interests remain outstanding, if any Parity Membership Interests are redeemed (other than in connection with distributions of stock of the corporation resulting from a Company Conversion), then the Class E Preferred Membership Interests shall also be redeemed on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests. (d) Notwithstanding anything in this Agreement to the contrary, the restrictions set forth in Section 5.2(a) and Section 5.2(b) shall not prohibit (i) tax distributions on Junior Membership Interests as provided in Section 5.1(e); (ii) the conversion or exchange of Junior Membership Interests for other Junior Membership Interests; and (iii) an exchange pursuant to the Company Conversion.

Restricted Payments; Restrictions on Certain Redemptions. (a) Unless all accrued and unpaid dividends on the Blocker Preferred for all past dividend periods shall have been paid in full, the Company will not: (i) make any Restricted Payments; (ii) except as set forth in Section 5.2(b5.3(b), declare or pay any distribution or make any distribution of assets on any Parity Membership Interests, other than distributions in the form of Parity Membership Interests or Junior Membership Interests (it being understood that the Company shall be permitted to make tax distributions on its Junior Membership Interests as provided in clause (i) of the definition of Restricted Payments); or (iii) redeem, purchase or otherwise acquire any Parity Membership Interests, except upon conversion into or exchange for other Parity Membership Interests or Junior Membership Interests. (b) Whether or not all accrued and unpaid distributions or dividends on the Class E Preferred Membership Interests or Blocker Preferred for all past dividend periods shall have been paid in full, (i) the Company will not make any Restricted Payments on or prior to January 1, 2014, and may only make Restricted Payments after January 1, 2014 if the Restricted Payment Conditions are satisfied, and (ii) so long as any Class E Preferred Membership Interests are outstanding, any Distributions in respect of the Class E Preferred Accrued Distribution Amount, the GM Preferred Accrued Distribution Amount, the Class F Preferred Accrued Distribution Amount, the Class D-1 Preferred Accrued Distribution Amount or the Class D-2 Preferred Accrued Distribution Amount shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; provided, however, that the Company may make any such distributions on the Class E Preferred Membership Interests and any Parity Membership Interests while all accrued and unpaid dividends on the Blocker Preferred for all past dividend periods shall have not been paid in full so long as all such distributions are paid either (A) pro rata so that the amount of Distributions on the Class E Preferred Membership Interests and each such other class or series of Parity Membership Interests shall in all cases bear to each other the same ratio as the accrued returns on the Class E Preferred Membership Interests and such class or series of Parity Membership Interests bear to each other or (B) on another basis that is at least as favorable to the Class E Preferred Holder in the reasonable judgment of the Board of Managers. (c) So long as any Class E Preferred Membership Interests remain outstanding, if any Parity Membership Interests are redeemed (other than in connection with distributions of stock of the corporation resulting from a Company Conversion), then the Class E Preferred Membership Interests shall also be redeemed on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests. (d) Notwithstanding anything in this Agreement to the contrary, the restrictions set forth in Section 5.2(a5.3(a) and Section 5.2(b5.3(b) shall not prohibit (i) tax distributions on Junior Membership Interests as provided in Section 5.1(e); (ii) the conversion or exchange of Junior Membership Interests for other Junior Membership Interests; and (iii) an exchange pursuant to the Company Conversion.