Common use of Dividend Payout/Distribution Clause in Contracts

Dividend Payout/Distribution. Subject to the proviso at the end of this sentence and Section 10.12(c) below, if an Event of Default exists, the Borrower may not make any Restricted Payments other than the payment of 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 amount reasonably estimated to be 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 reasonably estimated to be necessary to avoid income or excise tax under the Internal Revenue Code (provided, however, there shall not be any implied requirement that the Borrower utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code); provided that if an 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, the Guarantors and Non-Loan Party BB Property Subsidiaries at any time and Subsidiaries that are not Loan Parties or Non-Loan Party BB Property Subsidiaries may make Restricted Payments to any other Subsidiaries.

Dividend Payout/Distribution. Subject to the proviso at the end of this sentence and Section 10.12(c) belowsentence, if an Event of Default exists, the Borrower may not make any Restricted Payments other than the payment of 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 reasonably estimated to be 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 reasonably estimated to be necessary to avoid income or excise tax under the Internal Revenue Code (provided, however, there shall not be any implied requirement that the Borrower utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code); provided that if an 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, the Guarantors and Non-Loan Party BB Property Subsidiaries at any time and Subsidiaries that are not Loan Parties or Non-Loan Party BB Property Subsidiaries may make Restricted Payments to any other Subsidiaries.