Common use of Dividends and Certain Other Restricted Payments Clause in Contracts

Dividends and Certain Other Restricted Payments. Such Borrower will not (a) declare or pay any dividends on or make any other distributions in respect of any class of its capital stock or other equity interests (other than dividends payable solely in its capital stock or other equity interests or in stock options, warrants, or other rights to purchase its capital stock or other equity interests) or (b) directly or indirectly purchase, redeem or otherwise acquire or retire any of its capital stock or other equity interests (all of the items described in subsections (a) and (b) are referred to collectively as “Restricted Payments”); provided that the foregoing shall not prohibit (i) the making of any Restricted Payments, including distributions to redeeming investors in accordance with the Organizational Documents, if immediately after giving effect thereto no Potential Event of Default or Event of Default with respect to such Borrower would exist hereunder, and (ii) Restricted Payments to the extent necessary to minimize or eliminate federal or state income taxes payable by such Borrower or any holder of its capital stock or equity interests to the extent such Borrower is a Subchapter S corporation or another pass-through entity.

Dividends and Certain Other Restricted Payments. Such The Borrower will not (a) declare or pay any dividends on or make any other distributions in respect of any class of its capital stock or other equity interests (other than dividends payable solely in its capital stock or other equity interests or in stock options, warrants, or other rights to purchase its capital stock or other equity interests) or (b) directly or indirectly purchase, redeem or otherwise acquire or retire any of its capital stock or other equity interests (all of the items described in subsections (a) and (b) are referred to collectively as “Restricted Payments”); provided that the foregoing shall not prohibit (i) the making of any Restricted Payments, including distributions to redeeming investors in accordance with the Organizational Documents, if immediately after giving effect thereto no Potential Event of Default or Event of Default with respect to such the Borrower would exist hereunder, and (ii) Restricted Payments to the extent necessary to minimize or eliminate federal or state income taxes payable by such the Borrower or any holder of its capital stock or equity interests to the extent such the Borrower is a Subchapter S corporation or another pass-through entity.