Common use of Dividend Payout/Distribution Clause in Contracts

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 in the aggregate for all such purchases, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common stock. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 400,000,000 in the aggregate for all such purchases, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common stock. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and Borrower, the Guarantors and Non-Loan Party BB Property Subsidiaries at any time and Subsidiaries that are not Guarantors Loan Parties or Non-Loan Party BB Property Subsidiaries may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common and preferred stock for a purchase price not to exceed $100,000,000 300,000,000 in the aggregate for all such purchasespurchases after the Amendment No. 1 Effective Date, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common and preferred stock. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and Borrower, the Guarantors and Non-Loan Party BB Property Subsidiaries at any time and Subsidiaries that are not Guarantors Loan Parties or Non-Loan Party BB Property Subsidiaries may make Restricted Payments to any other Subsidiaries. Subject to the two immediately preceding sentences, during a Prepayment Period, cash dividends or distributions shall be limited to those set forth in the preceding clauses (a), (c) and (d); provided that cash dividends and distributions pursuant to the preceding clause (d) during a Prepayment Period (1) shall not be made in respect of greater than 350,000 limited partnership units of the Borrower and (2) shall not exceed $15,000,000 in the aggregate.

Dividend Payout/Distribution. The Parent Guarantor Parent, the Company and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event subject to the last sentence of Default would result therefrom, this paragraph (af): (i) the Borrower Company may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower Company with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (ix) 95% of Adjusted Funds From Operations, (iiy) the amount reasonably estimated to be required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iiiz) the amount reasonably estimated to be necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code; provided, however, there shall not be any implied requirement that the Company utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code. (bii) the Borrower Company or any other Subsidiary of the Parent Guarantor Company may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor Company or of any of its Subsidiaries that are held by any other Person, ; (ciii) Subsidiaries of the Parent (other than excluding the BorrowerCompany, so long as any Parent Entity is not a Guarantor, but including all Subsidiaries of the Company) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary, ; (div) the Borrower Company may redeem redeem, or otherwise purchase for cash cash, limited partnership liability company interests in the Borrower and Company (e) or may distribute cash to the Parent Guarantor or another Parent Entity which may also effect such a redemption or cash purchase); (v) only if the Leverage Ratio shall be less than or equal to 7.25 to 1.00 as at the end of the most recently completed fiscal quarter for which a Compliance Certificate shall have been delivered pursuant to Section 9.3.(a) and occurring after the Covenant Relief Period Termination Date and immediately prior to any such purchase, the Parent may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 in the aggregate for all such purchasesor preferred Equity Interests, and the Borrower Company may make cash distributions from time to time purchase its common or preferred limited liability company interests held by the Parent Guarantor to the extent necessary to enable the Parent Guarantor to make such purchases of its common stockor preferred Equity Interests; (vi) [intentionally omitted]; (vii) the Parent, the Company and any of their Subsidiaries may make distributions and Restricted Payments made pursuant to the terms of the Distribution Agreement and the related transactions contemplated thereby; (viii) the Parent, the Company and any of their Subsidiaries may make repurchases, retirement or other acquisition of Equity Interests in the Parent, the Company or any Subsidiary pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business; (ix) the Parent or any of its Subsidiaries may honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (x) the Company may make cash distributions to the Parent to the extent necessary to enable the Parent to pay the Existing Parent Debt when due; (xi) the Company may make cash distributions to the Parent Entities in an amount sufficient to pay costs and expenses of the Parent Entities in connection with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited by the terms of this Agreement and the other Loan Documents; and (xii) the Company may make cash distributions to the Parent Entities in an amount sufficient to permit the Parent Entities to repay any Indebtedness, obligations and liabilities of the Parent Entities permitted to be incurred or to exist by the terms of this Agreement. If (A) a Default or Event of Default existsexists or would exist after giving effect to such Restricted Payment, the Borrower only Restricted Payments described in clauses (i), (iii), (vii), (viii), (ixvi), (vii), (viii), (ix) and (xi) above may pay cash dividends or distributions to the Parent Guarantor be made, and other holders of partnership interests in the Borrower with respect to any fiscal year ending (B) during the term Covenant Relief Period, only Restricted Payments described in clauses (i)(y), (i)(z), (iii) (including, for the avoidance of this Agreement doubt, Restricted Payments in respect of the Acceptable Preferred Equity Interests), (vii), (viii), (ix) (solely to the extent necessary for payable to the Parent Guarantor holder of unsecured convertible Indebtedness permitted to distributebe incurred under this Agreement), and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or and (yxi) the amount necessary to avoid income or excise tax under the Internal Revenue Codeabove may be made; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) existsexists or would exist after giving effect to such Restricted Payment, or if all or any portion of the Obligations have been accelerated, the Parent Guarantor and the Borrower Company may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor Parent, the Company and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event subject to the last sentence of Default would result therefrom, this paragraph (af): (i) the Borrower Company may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower Company with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (ix) 95% of Adjusted Funds From Operations, (iiy) the amount reasonably estimated to be required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iiiz) the amount reasonably estimated to be necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code; provided, however, there shall not be any implied requirement that the Company utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code.; (bii) the Borrower Company or any other Subsidiary of the Parent Guarantor Company may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor Company or of any of its Subsidiaries that are held by any other Person, ; (ciii) Subsidiaries of the Parent (other than excluding the BorrowerCompany, so long as any Parent Entity is not a Guarantor, but including all Subsidiaries of the Company) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary, ; (div) the Borrower Company may redeem redeem, or otherwise purchase for cash cash, limited partnership liability company interests in the Borrower and Company (e) or may distribute cash to the Parent Guarantor or another Parent Entity which may also effect such a redemption or cash purchase); (v) only if the Leverage Ratio shall be less than or equal to 7.25 to 1.00 as at the end of the most recently completed fiscal quarter for which a Compliance Certificate shall have been delivered pursuant to Section 9.3.(a) and occurring after the Covenant Relief Period Termination Date and immediately prior to any such purchase, the Parent may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 in the aggregate for all such purchasesor preferred Equity Interests, and the Borrower Company may make cash distributions from time to time purchase its common or preferred limited liability company interests held by the Parent Guarantor to the extent necessary to enable the Parent Guarantor to make such purchases of its common stock. If a Default or Event of Default existspreferred Equity Interests; (vi) [intentionally omitted]; (vii) the Parent, the Borrower Company and any of their Subsidiaries may make distributions and Restricted Payments made pursuant to the terms of the Distribution Agreement and the related transactions contemplated thereby; (viii) the Parent, the Company and any of their Subsidiaries may make repurchases of, retirement or other acquisition ofretire or otherwise acquire Equity Interests in the Parent, the Company or any Subsidiary pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business; (ix) the Parent or any of its Subsidiaries may honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (x) the Company may make cash distributions to the Parent to the extent necessary to enable the Parent to pay the Existing Parent Debt when due; (xi) the Company may make cash distributions to the Parent Entities in an amount sufficient to pay costs and expenses of the Parent Entities in connection with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited by the terms of this Agreement and the other Loan Documents; and (xii) the Company may make cash distributions to the Parent Entities in an amount sufficient to permit the Parent Entities to repay any Indebtedness, obligations and liabilities of the Parent Entities permitted to be incurred or to exist by the terms of this Agreement; and (xiii) the Company may pay quarterly cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower with respect to any fiscal year ending during the term of this Agreement Company to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and or distributions to its shareholders with respect to Equity Interests of the Parent in an aggregate amount not to exceed $0.01 per share per such fiscal quarter. If (A) a Default or Event of Default exists or would exist after giving effect to such Restricted Payment, only Restricted Payments described in clauses (i), (iii), (vi), (vii), (viii), (ix) and (xi) above may be made, and (B) during the greater Covenant Relief Period, only Restricted Payments described in clauses (i)(y), (i)(z), (iii) (including, for the avoidance of doubt, Restricted Payments in respect of the Acceptable Preferred Equity Interests), (vii), (viii), (ix) (solely to the extent payable to the holder of unsecured convertible Indebtedness permitted to be incurred under this Agreement), (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Codeand, or (yxi) the amount necessary to avoid income or excise tax under the Internal Revenue Codeand (xiii) above may be made; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) existsexists or would exist after giving effect to such Restricted Payment, or if all or any portion of the Obligations have been accelerated, the Parent Guarantor and the Borrower Company may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common and preferred stock for a purchase price not to exceed $100,000,000 300,000,000 in the aggregate for all such purchasespurchases after the Amendment No. 5 Effective Date, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common and preferred stock. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and Borrower, the Guarantors and Non-Loan Party BB Property Subsidiaries at any time and Subsidiaries that are not Guarantors Loan Parties or Non-Loan Party BB Property Subsidiaries may make Restricted Payments to any other Subsidiaries. Subject to the two immediately preceding sentences, during a Prepayment Period, cash dividends or distributions shall be limited to those set forth in the preceding clauses (a), (c) and (d); provided that cash dividends and distributions pursuant to the preceding clause (d) during a Prepayment Period (1) shall not be made in respect of greater than 350,000 limited partnership units of the Borrower and (2) shall not exceed $15,000,000 in the aggregate.

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 100,000,000.00 in the aggregate for all such purchases, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common stock. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor Parent, the Company and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event subject to the last sentence of Default would result therefrom, this paragraph (af): (i) the Borrower Company may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower Company with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (ix) 95% of Adjusted Funds From Operations, (iiy) the amount reasonably estimated to be required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iiiz) the amount reasonably estimated to be necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code; provided, however, there shall not be any implied requirement that the Company utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code; (bii) the Borrower Company or any other Subsidiary of the Parent Guarantor Company may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor Company or of any of its Subsidiaries that are held by any other Person, ; (ciii) Subsidiaries of the Parent (other than excluding the BorrowerCompany, so long as any Parent Entity is not a Guarantor, but including all Subsidiaries of the Company) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary, ; (div) the Borrower Company may redeem redeem, or otherwise purchase for cash cash, limited partnership liability company interests in the Borrower and Company (e) or may distribute cash to the Parent Guarantor or another Parent Entity which may also effect such a redemption or cash purchase); (v) only if the Leverage Ratio shall be less than or equal to 7.25 to 1.00 as at the end of the most recently completed fiscal quarter for which a Compliance Certificate shall have been delivered pursuant to Section 9.3.(a) and occurring after the Covenant Relief Period Termination Date and immediately prior to any such purchase, the Parent may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 in the aggregate for all such purchasesor preferred Equity Interests, and the Borrower Company may make cash distributions from time to time purchase its common or preferred limited liability company interests held by the Parent Guarantor to the extent necessary to enable the Parent Guarantor to make such purchases of its common stock. If a Default or Event of Default existspreferred Equity Interests; (vi) the Parent may make the Purging Dividend, and the Borrower Company may pay make substantially concurrent cash dividends or distributions to the Parent Guarantor and the other holders of limited liability company interests in the Company to the extent necessary to enable the Parent to make the Purging Dividend; (vii) the Parent, the Company and any of their Subsidiaries may make distributions and Restricted Payments made pursuant to the terms of the Distribution Agreement and the related transactions contemplated thereby; (viii) the Parent, the Company and any of their Subsidiaries may make repurchases, retirementor otheracquisition of of, retire or otherwise acquire Equity Interests in the Parent, the Company or any Subsidiary pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business; (ix) the Parent or any of its Subsidiaries may honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (x) the Company may make cash distributions to the Parent to the extent necessary to enable the Parent to pay the Existing Parent Debt when due; (xi) the Company may make cash distributions to the Parent Entities in an amount sufficient to pay costs and expenses of the Parent Entities in connection with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited by the terms of this Agreement and the other Loan Documents; and (xii) the Company may make cash distributions to the Parent Entities in an amount sufficient to permit the Parent Entities to repay any Indebtedness, obligations and liabilities of the Parent Entities permitted to be incurred or to exist by the terms of this Agreement. ; and (xiii) the Company may pay quarterly cash dividends or distributions to the Parent and other holders of partnership limited liability company interests in the Borrower with respect to any fiscal year ending during the term of this Agreement Company to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and or distributions to its shareholders with respect to Equity Interests of the Parent in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries$0.01 per share per such fiscal quarter.

Dividend Payout/Distribution. The Parent Guarantor Parent, the Company and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event subject to the last sentence of Default would result therefrom, this paragraph (af): (i) the Borrower Company may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower Company with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (ix) 95% of Adjusted Funds From Operations, (iiy) the amount reasonably estimated to be required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iiiz) the amount reasonably estimated to be necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code; provided, however, there shall not be any implied requirement that the Company utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code; (bii) the Borrower Company or any other Subsidiary of the Parent Guarantor Company may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor Company or of any of its Subsidiaries that are held by any other Person, ; (ciii) Subsidiaries of the Parent (other than excluding the BorrowerCompany, so long as any Parent Entity is not a Guarantor, but including all Subsidiaries of the Company) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary, ; (div) the Borrower Company may redeem redeem, or otherwise purchase for cash cash, limited partnership liability company interests in the Borrower and Company (or may distribute cash to the Parent or another Parent Entity which may also effect such a redemption or cash purchase); (v) if the Company would be in compliance, on a pro forma basis, with the covenants contained in Section 9.1.(a) though (e) immediately prior to and immediately after giving effect to any such purchase, the Parent Guarantor may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 in the aggregate for all such purchasesor preferred Equity Interests, and the Borrower Company may make cash distributions from time to time purchase its common or preferred limited liability company interests held by the Parent Guarantor to the extent necessary to enable the Parent Guarantor to make such purchases of its common stockor preferred Equity Interests; (vi) the Parent, the Company and any of their Subsidiaries may make distributions and Restricted Payments made pursuant to the terms of the Distribution Agreement and the related transactions contemplated thereby; (vii) the Parent, the Company and any of their Subsidiaries may make repurchases of, retire or otherwise acquire Equity Interests in the Parent, the Company or any Subsidiary pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business; (viii) the Parent or any of its Subsidiaries may honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (ix) the Company may make cash distributions to the Parent to the extent necessary to enable the Parent to pay the Existing Parent Debt when due; (x) the Company may make cash distributions to the Parent Entities in an amount sufficient to pay costs and expenses of the Parent Entities in connection with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited by the terms of this Agreement and the other Loan Documents; (xi) the Company may make cash distributions to the Parent Entities in an amount sufficient to permit the Parent Entities to repay any Indebtedness, obligations and liabilities of the Parent Entities permitted to be incurred or to exist by the terms of this Agreement; and (xii) the Company may pay quarterly cash dividends or distributions to the Parent and other holders of limited liability company interests in the Company to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends or distributions to its shareholders with respect to Equity Interests of the Parent in an aggregate amount not to exceed $0.01 per share per such fiscal quarter. If a Default or Event of Default existsexists or would exist after giving effect to such Restricted Payment, the Borrower may pay cash dividends or distributions to the Parent Guarantor only Restricted Payments described in clauses (i), (iii), (vi), (vii), (viii) and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Codeabove may be made; provided that if a Default or Event of Default with respect to Section 11.1.(a10.1.(a), (e) or (f) existsexists or would exist after giving effect to such Restricted Payment, or if all or any portion of the Obligations have been accelerated, the Parent Guarantor and the Borrower Company may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor Parent, the Company and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, subject to the provisions of Section 10.1.(h) prior to the Revolving Credit Effective Date, so long as no Default or Event of Default would result therefrom, therefromlast sentence of this paragraph (af): (i) the Borrower Company may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower Company with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (ix) 95% of Adjusted Funds From Operations, (iiy) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iiiz) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, ; (bii) the Borrower Company or any other Subsidiary of the Parent Guarantor Company may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor Company or of any of its Subsidiaries that are held by any other Person, ; (ciii) Subsidiaries of the Parent (other than excluding the BorrowerCompany, but including all Subsidiaries of the Company) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary, ; (div) the Borrower Company may redeem redeem, or otherwise purchase for cash cash, limited partnership liability company interests in the Borrower and Company (eor may distribute cash to the Parent or another Parent Entity which may also effect such a redemption or cash purchase); (v) the Parent Guarantor may from time to time purchase shares of its common stock for a or preferred Equity Interests; provided that the aggregate purchase price not to exceed $100,000,000 in the aggregate paid for all such purchasespurchases during any 12-month period shall not exceed 2.0% of Total Asset Value (calculated as of the last day of the most recently completed Test Period), and the Borrower Company may make cash distributions from time to time purchase its common or preferred limited liability company interests held by the Parent Guarantor to the extent necessary to enable the Parent Guarantor to make such purchases of its common stockor preferred Equity Interests; (vi) the Parent may make the Purging Dividend, and the Company may make substantially concurrent cash dividends or distributions to the Parent and the other holders of limited liability company interests in the Company to the extent necessary to enable the Parent to make the Purging Dividend; (vii) the Parent, the Company and any of their Subsidiaries may make distributions and Restricted Payments made pursuant to the terms of the Distribution Agreement and the related transactions contemplated thereby; (viii) the Parent, the Company and any of their Subsidiaries may make repurchases, retirement or other acquisition of Equity Interests in the Parent, the Company or any Subsidiary pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business; (ix) the Parent or any of its Subsidiaries may honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (x) the Company may make cash distributions to the Parent to the extent necessary to enable the Parent to pay the Existing Parent Debt when due; (xi) the Company may make cash distributions to the Parent Entities in an amount sufficient to pay costs and expenses of the Parent Entities in connection with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited by the terms of this Agreement and the other Loan Documents; and (xii) the Company may make cash distributions to the Parent Entities in an amount sufficient to permit the Parent Entities to repay any Indebtedness, obligations and liabilities of the Parent Entities permitted to be incurred or to exist by the terms of this Agreement. If a Default or Event of Default existsexists or would exist after giving effect to such Restricted Payment, the Borrower Restricted Payments described in clauses (i), (iii), (vi), (vii), (viii), (ix) and (xi) above may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Codebe made; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) existsexists or would exist after giving effect to such Restricted Payment, or if all or any portion of the Obligations have been accelerated, the Parent Guarantor and the Borrower Company may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 400,000,000 in the aggregate for all such purchases, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common stock. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and and, the Guarantors and Non-Loan Party BB Property Subsidiaries at any time and Subsidiaries that are not Guarantors Loan GuarantorsParties or Non-Loan Party BB Property Subsidiaries may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor Parent, the Company and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event subject to the last sentence of Default would result therefrom, this paragraph (af): (i) the Borrower Company may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower Company with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (ix) 95% of Adjusted Funds From Operations, (iiy) the amount reasonably estimated to be required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iiiz) the amount reasonably estimated to be necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code; provided, however, there shall not be any implied requirement that the Company utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code; (bii) the Borrower Company or any other Subsidiary of the Parent Guarantor Company may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor Company or of any of its Subsidiaries that are held by any other Person, ; (ciii) Subsidiaries of the Parent (other than excluding the BorrowerCompany, so long as any Parent Entity is not a Guarantor, but including all Subsidiaries of the Company) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary, ; (div) the Borrower Company may redeem redeem, or otherwise purchase for cash cash, limited partnership liability company interests in the Borrower and Company (e) or may distribute cash to the Parent Guarantor or another Parent Entity which may also effect such a redemption or cash purchase); (v) only if the Leverage Ratio shall be less than or equal to 7.25 to 1.00 as at the end of the most recently completed fiscal quarter for which a Compliance Certificate shall have been delivered pursuant to Section 9.3.(a) and occurring after the Covenant Relief Period Termination Date and immediately prior to any such purchase, the Parent may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 in the aggregate for all such purchasesor preferred Equity Interests, and the Borrower Company may make cash distributions from time to time purchase its common or preferred limited liability company interests held by the Parent Guarantor to the extent necessary to enable the Parent Guarantor to make such purchases of its common stock. If a Default or Event of Default existspreferred Equity Interests; (vi) the Parent may make the Purging Dividend, and the Borrower Company may pay make substantially concurrent cash dividends or distributions to the Parent Guarantor and the other holders of partnership limited liability company interests in the Borrower with respect to any fiscal year ending during the term of this Agreement Company to the extent necessary for to enable the Parent Guarantor to distributemake the Purging Dividend; (vii) the Parent, the Company and any of their Subsidiaries may make distributions and Restricted Payments made pursuant to the terms of the Distribution Agreement and the related transactions contemplated thereby; (viii) the Parent, the Company and any of their Subsidiaries may make repurchases, retirement or other acquisition of Equity Interests in the Parent, the Company or any Subsidiary pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business; (ix) the Parent Guarantor or any of its Subsidiaries may so distribute, honor any conversion request by a holder of convertible Indebtedness and make cash dividends and distributions to its shareholders payments in an aggregate amount not to exceed the greater lieu of fractional shares in connection with any such conversion; (x) the minimum Company may make cash distributions to the Parent to the extent necessary to enable the Parent to pay the Existing Parent Debt when due; (xi) the Company may make cash distributions to the Parent Entities in an amount required sufficient to pay costs and expenses of the Parent Entities in connection with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited by the terms of this Agreement and the other Loan Documents; and (xii) the Company may make cash distributions to the Parent Entities in an amount sufficient to permit the Parent Entities to repay any Indebtedness, obligations and liabilities of the Parent Entities permitted to be incurred or to exist by the terms of this Agreement. If (A) a Default or Event of Default exists or would exist after giving effect to such Restricted Payment, only Restricted Payments described in clauses (i), (iii), (vi), (vii), (viii), (ix) and (xi) above may be made, and (B) during the Covenant Relief Period, only Restricted Payments described in clauses (i)(y), (i)(z), (iii) (including, for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 avoidance of doubt, Restricted Payments in respect of the Internal Revenue CodeAcceptable Preferred Equity Interests), or (yvii), (viii), (ix) (solely to the amount necessary extent payable to avoid income or excise tax the holder of unsecured convertible Indebtedness permitted to be incurred under the Internal Revenue Codethis Agreement), (x) and (xi) above may be made; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) existsexists or would exist after giving effect to such Restricted Payment, or if all or any portion of the Obligations have been accelerated, the Parent Guarantor and the Borrower Company may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common and preferred stock for a purchase price not to exceed $100,000,000 400,000,000300,000,000 in the aggregate for all such purchasespurchases after the Amendment No. 5 Effective Date, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common and preferred stock. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and Borrower, the Guarantors and Non-Loan Party BB Property Subsidiaries at any time and Subsidiaries that are not Guarantors Loan Parties or Non-Loan Party BB Property Subsidiaries may make Restricted Payments to any other Subsidiaries. Subject to the two immediately preceding sentences, during a Prepayment Period, cash dividends or distributions shall be limited to those set forth in the preceding clauses (a), (c) and (d); provided that cash dividends and distributions pursuant to the preceding clause (d) during a Prepayment Period (1) shall not be made in respect of greater than 350,000 limited partnership units of the Borrower and (2) shall not exceed $15,000,000 in the aggregate.

Dividend Payout/Distribution. The Parent Guarantor Parent, the Company and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, subject to the provisions of Section 10.1.(h) prior to the Revolving Credit Effective Date, so long as no Default or Event of Default would result therefrom, : (ai) the Borrower Company may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower Company with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (ix) 95% of Adjusted Funds From Operations, (iiy) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iiiz) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, ; (bii) the Borrower Company or any other Subsidiary of the Parent Guarantor Company may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor Company or of any of its Subsidiaries that are held by any other Person, ; (ciii) Subsidiaries of the Parent (other than excluding the BorrowerCompany, but including all Subsidiaries of the Company) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary, ; (div) the Borrower Company may redeem redeem, or otherwise purchase for cash cash, limited partnership liability company interests in the Borrower and Company (eor may distribute cash to the Parent or another Parent Entity which may also effect such a redemption or cash purchase); (v) the Parent Guarantor may from time to time purchase shares of its common stock for a or preferred Equity Interests; provided that the aggregate purchase price not to exceed $100,000,000 in the aggregate paid for all such purchasespurchases during any 12-month period shall not exceed 2.0% of Total Asset Value (calculated as of the last day of the most recently completed Test Period), and the Borrower Company may make cash distributions from time to time purchase its common or preferred limited liability company interests held by the Parent Guarantor to the extent necessary to enable the Parent Guarantor to make such purchases of its common stockor preferred Equity Interests; (vi) the Parent may make the Purging Dividend, and the Company may make substantially concurrent cash dividends or distributions to the Parent and the other holders of limited liability company interests in the Company to the extent necessary to enable the Parent to make the Purging Dividend; (vii) the Parent, the Company and any of their Subsidiaries may make distributions and Restricted Payments made pursuant to the terms of the Distribution Agreement and the related transactions contemplated thereby; (viii) the Parent, the Company and any of their Subsidiaries may make repurchases, retirement or other acquisition of Equity Interests in the Parent, the Company or any Subsidiary pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business; (ix) the Parent or any of its Subsidiaries may honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (x) the Company may make cash distributions to the Parent to the extent necessary to enable the Parent to pay the Existing Parent Debt when due; (xi) the Company may make cash distributions to the Parent Entities in an amount sufficient to pay costs and expenses of the Parent Entities in connection with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited by the terms of this Agreement and the other Loan Documents; and (xii) the Company may make cash distributions to the Parent Entities in an amount sufficient to permit the Parent Entities to repay any Indebtedness, obligations and liabilities of the Parent Entities permitted to be incurred or to exist by the terms of this Agreement. If a Default or Event of Default exists, the Borrower Restricted Payments described in clauses (i), (iii), (vi), (vii), (viii), (ix) and (xi) above may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Codebe made; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if all or any portion of the Obligations have been accelerated, the Parent Guarantor and the Borrower Company may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor Parent, the Company and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event subject to the last sentence of Default would result therefrom, this paragraph (af): (i) the Borrower Company may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership limited liability company interests in the Borrower Company with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (ix) 95% of Adjusted Funds From Operations, (iiy) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iiiz) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, ; (bii) the Borrower Company or any other Subsidiary of the Parent Guarantor Company may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor Company or of any of its Subsidiaries that are held by any other Person, ; (ciii) Subsidiaries of the Parent (other than excluding the BorrowerCompany, but including all Subsidiaries of the Company) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary, ; (div) the Borrower Company may redeem redeem, or otherwise purchase for cash cash, limited partnership liability company interests in the Borrower and Company (eor may distribute cash to the Parent or another Parent Entity which may also effect such a redemption or cash purchase); (v) the Parent Guarantor may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 in the aggregate for all such purchasesor preferred Equity Interests, and the Borrower Company may make cash distributions from time to time purchase its common or preferred limited liability company interests held by the Parent Guarantor to the extent necessary to enable the Parent Guarantor to make such purchases of its common stockor preferred Equity Interests; (vi) [intentionally omitted]; (vii) the Parent, the Company and any of their Subsidiaries may make distributions and Restricted Payments made pursuant to the terms of the Distribution Agreement and the related transactions contemplated thereby; (viii) the Parent, the Company and any of their Subsidiaries may make repurchases, retirement or other acquisition of Equity Interests in the Parent, the Company or any Subsidiary pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business; (ix) the Parent or any of its Subsidiaries may honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (x) the Company may make cash distributions to the Parent to the extent necessary to enable the Parent to pay the Existing Parent Debt when due; (xi) the Company may make cash distributions to the Parent Entities in an amount sufficient to pay costs and expenses of the Parent Entities in connection with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited by the terms of this Agreement and the other Loan Documents; and (xii) the Company may make cash distributions to the Parent Entities in an amount sufficient to permit the Parent Entities to repay any Indebtedness, obligations and liabilities of the Parent Entities permitted to be incurred or to exist by the terms of this Agreement. If a Default or Event of Default existsexists or would exist after giving effect to such Restricted Payment, the Borrower Restricted Payments described in clauses (i), (iii), (vii), (viii), (ix) and (xi) above may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Codebe made; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) existsexists or would exist after giving effect to such Restricted Payment, or if all or any portion of the Obligations have been accelerated, the Parent Guarantor and the Borrower Company may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common and preferred stock for a purchase price not to exceed $100,000,000 400,000,000300,000,000 in the aggregate for all such purchasespurchases after the Amendment No. 1 Effective Date, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common and preferred stock. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and Borrower, the Guarantors and Non-Loan Party BB Property Subsidiaries at any time and Subsidiaries that are not Guarantors Loan Parties or Non-Loan Party BB Property Subsidiaries may make Restricted Payments to any other Subsidiaries. Subject to the two immediately preceding sentences, during a Prepayment Period, cash dividends or distributions shall be limited to those set forth in the preceding clauses (a), (c) and (d); provided that cash dividends and distributions pursuant to the preceding clause (d) during a Prepayment Period (1) shall not be made in respect of greater than 350,000 limited partnership units of the Borrower and (2) shall not exceed $15,000,000 in the aggregate.

Dividend Payout/Distribution. The Parent Guarantor and its Subsidiaries will not declare or make any distributions or other Restricted Payments except that, so long as no Default or Event of Default would result therefrom, (a) the Borrower may pay cash dividends to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any period of four (4) fiscal quarters to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends or distributions to its shareholders in an aggregate amount not to exceed the greatest of (i) 95% of Adjusted Funds From Operations, (ii) the amount required for the Parent Guarantor to maintain its status as a REIT (including the right to distribute 100% of net capital gain) under Sections 856 through 860 of the Internal Revenue Code, and (iii) the amount necessary for the Parent Guarantor to avoid income or excise tax under the Internal Revenue Code, (b) the Borrower or any other Subsidiary of the Parent Guarantor may make purchases of Equity Interests in any Subsidiary or Unconsolidated Affiliate of the Parent Guarantor or of any of its Subsidiaries that are held by any other Person, (c) Subsidiaries (other than the Borrower) may make Restricted Payments to any Person owning Equity Interests in such Subsidiary, and (d) the Borrower may redeem for cash limited partnership interests in the Borrower and (e) the Parent Guarantor may from time to time purchase shares of its common stock for a purchase price not to exceed $100,000,000 in the aggregate for all such purchases, and the Borrower may make cash distributions to Parent Guarantor to the extent necessary to enable Parent Guarantor to make such purchases of its common stockBorrower. If a Default or Event of Default exists, the Borrower may pay cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the minimum amount required for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, or (y) the amount necessary to avoid income or excise tax under the Internal Revenue Code; provided that if a Default or Event of Default with respect to Section 11.1.(a), (e) or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and the Guarantors any Loan Party at any time and Subsidiaries that are not Guarantors may make Restricted Payments to any other Subsidiariestime.