Common use of Distributions of Income to the Borrower Clause in Contracts

Distributions of Income to the Borrower. Subject to the last sentence of this §7.18, the Borrower shall cause all of its Subsidiaries (subject to the terms of any loan documents under which such Subsidiary is the borrower or a guarantor, including, without limitation, any restrictions on distributions of such Subsidiary set forth in instruments evidencing property-level Secured Indebtedness of such Subsidiary) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, any non-U.S., U.S. federal, state and local taxes payable by such Subsidiary, capital improvements and leasing commissions for such quarter, and (b) the establishment of reasonable reserves for the payment of (i) operating expenses not paid on at least a quarterly basis, (ii) capital improvements and tenant improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices and (iii) any non-U.S., U.S. federal, state and local taxes payable by such Subsidiary, (c) with respect to any Subsidiary which is a taxable REIT subsidiary, retention of such funds as REIT may reasonably determine to the extent that such distribution could reasonably be expected to affect the REIT’s ability to satisfy the income tests in Section 856(c) of the Code, and (d) with respect to Subsidiaries not organized under the laws of a political subdivision of the United States, retention of such funds as are necessary to comply with applicable legal restrictions, to preserve tax status, or otherwise to address currency exchange or other operating business issues as reasonably determined by the officers of the REIT. Neither the Borrower, the Guarantors or any of their Subsidiaries shall enter into any agreement that limits the ability of any Subsidiary to make a dividend or distribution payment to the Borrower or any Guarantor or to otherwise transfer any property to the Borrower or any Guarantor, provided, however, that this sentence shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Secured Indebtedness permitted under §8.1(h) and §8.1(i) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, and (y) any negative pledge or other such restriction on the making of dividend or distribution payments in the definitive documentation of any Unsecured Indebtedness that is not more onerous, when taken as a whole, than the terms of this Agreement, taken as a whole. Notwithstanding anything to the contrary contained in this §7.18, any Subsidiary of Borrower not organized under the laws of a political subdivision of the United States shall not be required to make any distributions to the Borrower pursuant to this §7.18 (and Borrower shall have no obligation under this §7.18 to cause such Subsidiary to make any such distribution to Borrower), except upon the occurrence and during the continuance of a Default or an Event of Default, in which event, after consultation with the Agent, Borrower shall cause each such Subsidiary to promptly make distributions to Borrower in accordance with the first sentence of this §7.18 (with the first of such distributions occurring no later than ten (10) Business Days after Agent directs Borrower to cause such distributions to be made).

Distributions of Income to the Borrower. Subject to the last sentence of this §7.18, the The Borrower shall cause all of its Subsidiaries (subject to the terms of any loan documents under which such Subsidiary is the borrower or a guarantor, including, without limitation, any restrictions on distributions of such Subsidiary set forth in instruments evidencing property-level Secured Indebtedness of such Subsidiary) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, any non-U.S., U.S. federal, state and local taxes payable by such Subsidiary, capital improvements and leasing commissions for such quarter, and (b) the establishment of reasonable reserves for the payment of (i) operating expenses not paid on at least a quarterly basis, (ii) capital improvements and tenant improvements to be made to such Subsidiary’s assets and properties approved by each such Subsidiary in the course of its business consistent with its past practices and (iii) any non-U.S., U.S. federal, state and or local taxes payable by each such Subsidiary, and (c) with respect to any Subsidiary which is a taxable REIT subsidiaryTRS, retention of such funds as REIT may reasonably determine to the extent that such distribution could reasonably be expected to affect the REIT’s ability to satisfy the income tests in Section 856(c) of the Code, and (d) with respect to Subsidiaries not organized under the laws of a political subdivision of the United States, retention of such funds as are necessary to comply with applicable legal restrictions, to preserve tax status, or otherwise to address currency exchange or other operating business issues as reasonably determined by the officers of the REIT. Neither the Borrower, the Guarantors or any of their Subsidiaries shall enter into any agreement that limits the ability of any Subsidiary to make a dividend or distribution payment to the Borrower or any Guarantor or to otherwise transfer any property to the Borrower or any Guarantor, provided, however, that this sentence shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Secured Indebtedness permitted under §8.1(h) and §8.1(i) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, and (y) any negative pledge or other such restriction on the making of dividend or distribution payments in the definitive documentation of any Unsecured Indebtedness that is not more onerous, when taken as a whole, than the terms of this Agreement, taken as a whole. Notwithstanding anything to the contrary contained in this §7.18, any Subsidiary of Borrower not organized under the laws of a political subdivision of the United States shall not be required to make any distributions to the Borrower pursuant to this §7.18 (and Borrower shall have no obligation under this §7.18 to cause such Subsidiary to make any such distribution to Borrower), except upon the occurrence and during the continuance of a Default or an Event of Default, in which event, after consultation with the Agent, Borrower shall cause each such Subsidiary to promptly make distributions to Borrower in accordance with the first sentence of this §7.18 (with the first of such distributions occurring no later than ten (10) Business Days after Agent directs Borrower to cause such distributions to be made).

Distributions of Income to the Borrower. Subject to the last sentence of this §7.18, the The Borrower shall cause all of its Subsidiaries (subject to the terms of any loan documents under which such Subsidiary is the borrower or a guarantorborrower, including, without limitation, any restrictions on distributions of such Subsidiary set forth in instruments evidencing property-level Secured Indebtedness of such Subsidiary) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, any non-U.S., U.S. federal, state and local taxes payable by such Subsidiary, capital improvements and leasing commissions for such quarter, and (b) the establishment of reasonable reserves for the payment of (i) operating expenses not paid on at least a quarterly basis, (ii) capital improvements and tenant improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices and (iii) any non-U.S., U.S. federal, state and or local taxes payable by such Subsidiary, and (c) with respect to any Subsidiary which is a taxable REIT subsidiaryTRS, retention of such funds as REIT may reasonably determine to the extent that such distribution could reasonably be expected to affect the REIT’s ability to satisfy the income tests in Section 856(c) of the Code, and (d) with respect to Subsidiaries not organized under the laws of a political subdivision of the United States, retention of such funds as are necessary to comply with applicable legal restrictions, to preserve tax status, or otherwise to address currency exchange or other operating business issues as reasonably determined by the officers of the REIT. Neither the Borrower, the Guarantors or any of their Subsidiaries shall enter into any agreement that limits the ability of any Subsidiary to make a dividend Dividend or distribution payment to the Borrower or any Guarantor or to otherwise transfer any property to the Borrower or any Guarantor, provided, however, that this sentence shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Secured Indebtedness permitted under §8.1(h) and §8.1(i) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, and (y) any negative pledge or other such restriction on the making of dividend or distribution payments in the definitive documentation of any Unsecured Indebtedness that is not more onerous, when taken as a whole, than the terms of this Agreement, taken as a whole. Notwithstanding anything to the contrary contained in this §7.18, any Subsidiary of Borrower not organized under the laws of a political subdivision of the United States shall not be required to make any distributions to the Borrower pursuant to this §7.18 (and Borrower shall have no obligation under this §7.18 to cause such Subsidiary to make any such distribution to Borrower), except upon the occurrence and during the continuance of a Default or an Event of Default, in which event, after consultation with the Agent, Borrower shall cause each such Subsidiary to promptly make distributions to Borrower in accordance with the first sentence of this §7.18 (with the first of such distributions occurring no later than ten (10) Business Days after Agent directs Borrower to cause such distributions to be made).

Distributions of Income to the Borrower. Subject to the last sentence of this §7.18, the The Borrower shall cause all of its Subsidiaries (subject to the terms of any loan documents under which such Subsidiary is the borrower or a guarantorborrower, including, without limitation, any restrictions on distributions of such Subsidiary set forth in instruments evidencing property-level Secured Indebtedness of such Subsidiary) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, any non-U.S., U.S. federal, state and local taxes payable by such Subsidiary, capital improvements and leasing commissions for such quarter, and (b) the establishment of reasonable reserves for the payment of (i) operating expenses not paid on at least a quarterly basis, (ii) capital improvements and tenant improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices and (iii) any non-U.S., U.S. federal, state and or local taxes payable by such Subsidiary, and (c) with respect to any Subsidiary which is a taxable REIT subsidiary, retention of such funds as REIT Guarantor may reasonably determine to the extent that such distribution could reasonably be expected to affect the REIT’s ability to satisfy the income tests in Section 856(c) of the Code, and (d) with respect to Subsidiaries not organized under the laws of a political subdivision of the United States, retention of such funds as are necessary to comply with applicable legal restrictions, to preserve tax status, or otherwise to address currency exchange or other operating business issues as reasonably determined by the officers of the REIT. Neither the Borrower, the Guarantors or any of their Subsidiaries shall enter into any agreement that limits the ability of any Subsidiary to make a dividend Dividend or distribution payment to the Borrower or any Guarantor or to otherwise transfer any property to the Borrower or any Guarantor, provided, however, that this sentence shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Secured Indebtedness permitted under §8.1(h8.1(g) and §8.1(i8.1(h)(B) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, and (y) any negative pledge or other such restriction on the making of dividend or distribution payments in the definitive documentation of any Unsecured Indebtedness that is not more onerous, when taken as a whole, than the terms of this Agreement, taken as a whole. Notwithstanding anything to the contrary contained in this §7.18, any Subsidiary of Borrower not organized under the laws of a political subdivision of the United States shall not be required to make any distributions to the Borrower pursuant to this §7.18 (and Borrower shall have no obligation under this §7.18 to cause such Subsidiary to make any such distribution to Borrower), except upon the occurrence and during the continuance of a Default or an Event of Default, in which event, after consultation with the Agent, Borrower shall cause each such Subsidiary to promptly make distributions to Borrower in accordance with the first sentence of this §7.18 (with the first of such distributions occurring no later than ten (10) Business Days after Agent directs Borrower to cause such distributions to be made).