Common use of Board of Managers Determination Clause in Contracts

Board of Managers Determination. The Board of Managers shall determine the timing and the aggregate amount of any Distributions to Members; provided, however, that: 5.1.1 Unless the Board determines that a Tax Distribution made under Section 5.2.1 will cause the Company to violate a covenant of the Company’s then-existing financing agreements (including without limitation, if then in force, the Credit Documents), the Board shall make a Tax Distribution not later than the dates specified in Section 5.2.1. 5.1.2 Unless the Board determines that a Distribution made under Section 5.2.2 will cause the Company to violate a covenant of the Company’s financing agreements (including without limitation, if then in force, the Credit Documents), the Board shall make a Priority Return Distribution not later than the dates specified in Section 5.2.2. 5.1.3 Unless the Board determines that a Distribution made under Section 5.2.3, Section 5.2.4 or Section 5.2.5 will cause the Company to violate a covenant of the Company’s financing agreements (including without limitation, if then in force, the Credit Documents), and subject to Section 6.6, the Board may make any additional Distributions to the Members in such aggregate amounts and on such occasions as the Board may determine; provided that: (a) any such additional Distribution made prior to the later of (i) the fifth anniversary of the Effective Date and (ii) the full discharge of the Company’s obligations under the Indenture, shall require the unanimous approval of the Board; (b) any such additional Distribution made from and after the later of (i) the fifth anniversary of the Effective Date and (ii) the full discharge of the Company’s obligations under the Indenture, shall require the approval of the Board as follows: (i) if the additional Distribution, together with any borrowings made prior thereto or in connection therewith, would result in a Debt to EBIDTA Ratio of the Company equal to or exceeding 2:1 immediately following the Distribution and any such borrowings, the unanimous consent of the Board will be required; (ii) if the additional Distribution, together with any borrowings made prior thereto or in connection therewith, would result in a Debt to EBIDTA Ratio of the Company equal to or exceeding 1:1 and below 2:1 immediately following the Distribution and any such borrowings, a seventy-five percent (75%) vote of the Board will be required; (iii) if the additional Distribution, together with any borrowings made prior thereto or in connection therewith, would result in a Debt to EBIDTA Ratio of the Company below 1:1 immediately following the Distribution and any such borrowings, a majority vote of the Board will be required.