Common use of Dividends and Other Restricted Payments Clause in Contracts

Dividends and Other Restricted Payments. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and distributions to the Parent 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 to distribute, and the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 and (y) as long as the Parent qualifies as a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parent. Subsidiaries other than the Borrower may, at any time, make Restricted Payments (x) to the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any Guarantor.

Dividends and Other Restricted Payments. The Parent and Subject to the following sentence, if an Event of Default exists the Borrower shall not, and shall not permit any of their its Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(aPayment; provided that (i) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower may declare and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and make cash distributions to the Parent and other holders of partnership interests Equity Interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent Borrower to distribute, and the Parent Borrower may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the minimum amount required to be distributed necessary for the Parent Borrower to (xA) remain in compliance with Section 8.12 7.12. and (y) as long as the Parent qualifies as a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parent. Subsidiaries other than the Borrower may, at any time, make Restricted Payments (xB) to avoid payment for any federal income taxes or federal excise taxes imposed under Sections 857(b)(1) or Section 857(b)(3) (or so much of Section 11 as relates to such Sections) and 4981 of the Borrower Internal Revenue Code and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantorsany similar state and local laws, so long as prior to making such cash distributions the Borrower delivers to the Administrative Agent a detailed certificate of the Borrower’s chief financial officer or treasurer in form and substance satisfactory to the Administrative Agent evidencing such minimum amount necessary, and (ii) Subsidiaries of the Borrower may make Restricted Payments are substantially concurrently distributedto (A) the Borrower and to other holders of the Equity Interests in such Subsidiaries to the extent necessary to make Restricted Payments to the Borrower or (B) any of the Borrower’s Subsidiaries (and in the case of a Subsidiary of the Borrower that is not a Wholly Owned Subsidiary, directly or indirectlyif required by the organizational documents of such Subsidiary, to each other holder of Equity Interests of such Subsidiary based on their relative ownership interests). If as a result of the occurrence of any Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Borrower shall not, and the Borrower shall not permit any of its Subsidiaries to, make any Restricted Payments to any Person other than to the Borrower or any Guarantorof its Subsidiaries (and in the case of a Subsidiary that is not a Wholly Owned Subsidiary, if required by the organizational documents of such Subsidiary, to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests).

Dividends and Other Restricted Payments. The Subject to the following sentence, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of their the other Subsidiaries to, declare or make any Restricted Payment so long as any Default or Payments, except that notwithstanding the existence of an Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a)Default, the Borrower and its Subsidiaries and any other Subsidiary of the Parent may pay cash dividends and distributions to the Parent 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 to distribute, and the Parent may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 and (y) as long as the Parent qualifies maintain its status as a REIT, real estate investment trust and to avoid the payment of U.S. federal or state any income or excise tax by taxes imposed under Section 857(b)(1), 857(b)(3) or 4981 of the ParentInternal Revenue Code. Subsidiaries (other than the Borrower may, at any time, Borrower) may make Restricted Payments (x) to the Borrower and other Subsidiaries at any time. For purposes of calculating compliance with the financial covenants set forth in this Section 9.1. and the other Subsidiaries covenants contained in this Article IX., each of the following transactions, in each case not prohibited by the Loan Documents, that are Guarantors occurred during the period for which such financial covenant is to be calculated, shall be calculated on a pro forma basis assuming that each such transaction had occurred on the first day of such period (and taking into account (i) cost savings to the extent same would be permitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article XI of Regulation S-X under the Securities Act and (ii) such other adjustments as may be reasonably approved by the Administrative Agent in writing, such approval not to be unreasonably withheld or delayed): (a) the purchase or other acquisition of (i) property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, (ii) a Property or (yiii) to Subsidiaries that are not GuarantorsEquity Interests in a Person that, so long upon the consummation thereof, will be a Subsidiary of such Person (including as such Restricted Payments are substantially concurrently distributeda result of a merger or consolidation); (b) the sale, directly transfer, license, lease or indirectlyother disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Subsidiary) of any property by any Person, to the Borrower including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any Guarantorrights and claims associated therewith; and (c) any incurrence (including by assumption or Guaranty) or repayment (including by redemption, repayment, retirement or extinguishment) of any Indebtedness. All pro forma calculations pursuant to this Section shall be made in good faith by the chief executive officer, chief financial officer or vice president-treasurer of the Parent. Section 9.2.

Dividends and Other Restricted Payments. The Parent Borrower and the Borrower its Subsidiaries (other than Wholly Owned Subsidiaries) shall not, and shall not permit any of their Subsidiaries to, directly or indirectly declare or make make, or incur any liability to make, any Restricted Payment so long Payments, except that: (i) the Borrower may make cash distributions to its shareholders in an aggregate amount not to exceed ninety-five percent (95%) of Funds From Operations as of the end of each fiscal quarter for the four fiscal quarter period then ending; provided however, that Borrower in all events shall be entitled to make distributions to its shareholders in such amounts and at such times as shall be necessary or appropriate to enable the Borrower to avoid liability for any Default tax pursuant to Section 857(b) or Event Section 4981 of Default exists the Internal Revenue Code (including cash distributions) of capital gains resulting from gains from asset sales to the extent necessary to avoid payment of taxes on such asset sales; (ii) Subsidiaries may make Restricted Payments to the Borrower or would result therefromany other Subsidiary; (iii) Subsidiaries may make Restricted Payments to the extent such Restricted Payments are required by the terms of the governing documents (i.e., entity documents or joint venture agreements) of such Subsidiaries; and (iv) Dim Vastgoed (if it becomes a Subsidiary) may make Restricted Payments to the extent consistent with its past corporate practice. Notwithstanding the foregoing, unless but subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare or make cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for the Borrower to remain in compliance with Section 8.12. If an Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal ofsubsection (a), or interest on, any of the Loans or any Fees or Section 11.1(e(e) or (f), in each case, solely with respect to the Parent or the Borrower, ) of Section 11.1 shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a)accelerated, the Borrower shall not, and its Subsidiaries and shall not permit any other Subsidiary of the Parent may pay dividends and distributions to the Parent and other holders of partnership interests in the Borrower with respect to, make any Restricted Payments to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 and (y) as long as the Parent qualifies as a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parent. Subsidiaries Person whatsoever other than the Borrower may, at any time, make Restricted Payments (x) to the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any GuarantorSubsidiary.

Dividends and Other Restricted Payments. The Parent and the Borrower shall Constituent Companies will not, and shall will not permit any of their Subsidiaries Subsidiary to, declare redeem, purchase, repurchase or make otherwise acquire any Restricted Payment so long as Equity Interests of either Constituent Company or any of its Subsidiaries from any Person other than a Constituent Company or a Subsidiary unless (a) no Default or Event of Default exists or would result therefromtherefrom and (b) the Parent Guarantor shall have delivered to the holders of the Notes at least three Business Days prior to any redemption, purchase, repurchase or other acquisition that exceeds $50,000,000 in the aggregate an Officer’s Certificate evidencing that the Parent Guarantor will be in compliance with the Specified Financial Covenants after giving pro forma effect to such redemption, purchase, repurchase or other acquisition. Notwithstanding the foregoing, unless a Default or if an Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a)exists, the Borrower Constituent Companies will not, and its Subsidiaries will not permit any Subsidiary to, declare or make any Restricted Payments except that (1) the Issuer may declare and any other Subsidiary of the Parent may pay dividends and make cash distributions to the Parent Guarantor and other holders of partnership interests Equity Interests in the Borrower Issuer 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, dividends and (i) make cash or equity distributions to its shareholders in an aggregate amount not to exceed the minimum amount required to be distributed necessary for the Parent Guarantor to (x) remain in compliance with Section 8.12 satisfy the requirements for qualification and (y) as long as the Parent qualifies taxation as a REIT, avoid the payment of U.S. federal or state REIT and not be subject to income or excise tax by taxation under sections 857(b)(1), 857(b)(3), 860 or 4981 of the Parent. Code and (ii) make additional distributions in common Equity Interests of the Parent Guarantor in an amount under this clause (ii) that, when combined with the distributions under clause (i) above, do not exceed 100% of the taxable income of the Parent Guarantor determined in accordance with section 857(b)(2) of the Code and (2) Subsidiaries other than of the Borrower may, at any time, Issuer may make Restricted Payments (x) to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as type of Equity Interest in respect of which such Restricted Payments are substantially concurrently distributedPayment is being made. Notwithstanding the foregoing, directly or indirectlyduring the Covenant Relief Period, the terms of this clause (h) shall be subject to the Borrower or any GuarantorSection 10.10(a).

Dividends and Other Restricted Payments. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, redeem, purchase, repurchase or otherwise acquire any Equity Interests of the Parent, the Borrower or any of their Subsidiaries from any Person other than the Parent, the Borrower or a Subsidiary unless (i) no Default or Event of Default exists or would result therefrom and (ii) the Borrower shall have delivered to the Administrative Agent at least 3 Business Days prior to any redemption, purchase, repurchase or other acquisition that exceeds $30,000,000 in the aggregate a Compliance Certificate evidencing that the Parent and the Borrower will be in compliance with the covenants contained in Section 10.1. after giving pro forma effect to such redemption, purchase, repurchase or other acquisition. Notwithstanding the foregoing, but subject to the following sentence, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any Restricted Payments except that (i) the Borrower may declare and make cash distributions to the Parent and other holders of Equity Interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may (A) make cash or equity distributions in an aggregate amount not to exceed the minimum amount necessary for the Parent to satisfy the requirements for qualification and taxation as a REIT and not be subject to income or excise taxation under Sections 857(b)(1), 857(b)(3), 860 or 4981 of the Internal Revenue Code and (B) make additional distributions in common Equity Interests of the Parent in an amount under this clause (B) that, when combined with the distributions under clause (A) above, do not exceed 100% of the taxable income of the Parent determined in accordance with Section 857(b)(2) of the Internal Revenue Code and (ii) Subsidiaries of the Borrower may make Restricted Payments to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment so long as any Default or Event of Default exists or would result therefromis being made. Notwithstanding the foregoing, unless If a Default or Event of Default specified in Section 11.1(a11.1.(a), Section 11.1.(f) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e11.1.(g) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuingexist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 11.2(a11.2.(a), the Borrower and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and distributions to the Parent and other holders of partnership interests in the Borrower with respect shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 and (y) as long as the Parent qualifies as a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parent. Subsidiaries Person other than the Borrower may, at any time, make Restricted Payments (x) to the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any GuarantorSubsidiary of the Borrower.

Dividends and Other Restricted Payments. The Parent Borrower and the Borrower its Subsidiaries (other than Wholly Owned Subsidiaries) shall not, and shall not permit any of their Subsidiaries to, directly or indirectly declare or make make, or incur any liability to make, any Restricted Payment so long Payments, except that: (i) the Borrower may make cash distributions to its shareholders in an aggregate amount not to exceed ninety-five percent (95%) of Funds From Operations as of the end of each fiscal quarter for the four fiscal quarter period then ending; provided however, that Borrower in all events shall be entitled to make distributions to its shareholders in such amounts and at such times as shall be necessary or appropriate to enable the Borrower to avoid liability for any Default tax pursuant to Section 857(b) or Event Section 4981 of Default exists the Internal Revenue Code (including cash distributions) of capital gains resulting from gains from asset sales to the extent necessary to avoid payment of taxes on such asset sales; and (iii) Subsidiaries may make Restricted Payments to the Borrower or would result therefromany other Subsidiary. Notwithstanding the foregoing, unless but subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare or make cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for the Borrower to remain in compliance with Section 8.12. If an Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal ofsubsection (a), or interest on, any of the Loans or any Fees or Section 11.1(e(e) or (f), in each case, solely with respect to the Parent or the Borrower, ) of Section 11.1 shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a)accelerated, the Borrower shall not, and its Subsidiaries and shall not permit any other Subsidiary of the Parent may pay dividends and distributions to the Parent and other holders of partnership interests in the Borrower with respect to, make any Restricted Payments to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 and (y) as long as the Parent qualifies as a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parent. Subsidiaries Person whatsoever other than the Borrower may, at any time, make Restricted Payments (x) to the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any Guarantor.Subsidiary. Asset Value of Non-Guarantor Entities. At no time shall the aggregate Asset Value of the Non-Guarantor Entities obligated in respect of any Recourse Indebtedness exceed ten percent (10%) of the Gross Asset Value. 79

Dividends and Other Restricted Payments. The Subject to the following sentence, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of their the other Subsidiaries to, declare or make any Restricted Payment so long as any Default or Payments, except that notwithstanding the existence of an Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a)Default, the Borrower and its Subsidiaries and any other Subsidiary of the Parent may pay cash dividends and distributions to the Parent 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 to distribute, and the Parent may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 and (y) as long as the Parent qualifies maintain its status as a REIT, real estate investment trust and to avoid the payment of U.S. federal or state any income or excise tax by taxes imposed under Section 857(b)(1), 857(b)(3) or 4981 of the ParentInternal Revenue Code. Subsidiaries (other than the Borrower may, at any time, Borrower) may make Restricted Payments (x) to the Borrower and other Subsidiaries at any time. For purposes of calculating compliance with the financial covenants set forth in this Section 9.1. and the other Subsidiaries covenants contained in this Article IX., each of the following transactions, in each case not prohibited by the Loan Documents, that are Guarantors occurred during the period for which such financial covenant is to be calculated, shall be calculated on a pro forma basis assuming that each such transaction had occurred on the first day of such period (and taking into account (i) cost savings to the extent same would be permitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article XI of Regulation S-X under the Securities Act and (ii) such other adjustments as may be reasonably approved by the Administrative Agent in writing, such approval not to be unreasonably withheld or delayed): (a) the purchase or other acquisition of (i) property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, (ii) a Property or (yiii) to Subsidiaries that are not GuarantorsEquity Interests in a Person that, so long upon the consummation thereof, will be a Subsidiary of such Person (including as such Restricted Payments are substantially concurrently distributeda result of a merger or consolidation); (b) the sale, directly transfer, license, lease or indirectlyother disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Subsidiary) of any property by any Person, to the Borrower including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any Guarantor.rights and claims associated therewith; and (c) any incurrence (including by assumption or Guaranty) or repayment (including by redemption, repayment, retirement or extinguishment) of any Indebtedness. All pro forma calculations pursuant to this Section shall be made in good faith by the chief executive officer, chief financial officer or vice president-treasurer of the Parent. - 90 - LEGAL02\42427047.v4

Dividends and Other Restricted Payments. The Subject to the following sentence, if an Event of Default exists the Parent and the Borrower shall not, and shall not permit any of their its Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(aPayments; provided that (i) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred SLGOP and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower Reckson may declare and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and make cash distributions to the Parent and other holders of partnership interests in the Borrower SLGOP and Reckson, respectively, with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the minimum amount required to be distributed necessary for the Parent to (x) remain in compliance with Section 8.12 7.11. and (yii) as long as the Parent qualifies as Subsidiaries of a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parent. Subsidiaries other than the Borrower may, at any time, may make Restricted Payments to (xA) such Borrower and to other holders of the Equity Interests in such Subsidiaries to the extent necessary to make Restricted Payments to such Borrower and the other Subsidiaries that are Guarantors or (yB) any of such Borrower’s Subsidiaries, and in the case of a Subsidiary of such Borrower that is not a Wholly Owned Subsidiary, to each other holder of Equity Interests of such Subsidiary based on their relative ownership interests. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), no Borrower shall, and no Borrower shall permit any their respective Subsidiaries that are not Guarantorsto, so long as such make any Restricted Payments are substantially concurrently distributed, directly or indirectly, to the any Person other than to a Borrower or any Guarantorof their respective Subsidiaries and, in the case of a Subsidiary of such Borrower that is not a Wholly Owned Subsidiary (other than SLGOP and Reckson), to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests.

Dividends and Other Restricted Payments. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and distributions to the Parent 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 to distribute, and the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 and (y) as long as the Parent qualifies as a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parenttax. Subsidiaries other than the Borrower may, at any time, make Restricted Payments (x) to the Borrower and 100 the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any Subsidiary Guarantor.

Dividends and Other Restricted Payments. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, redeem, purchase, repurchase or otherwise acquire any Equity Interests of the Parent, the Borrower or any of their Subsidiaries from any Person other than the Parent, the Borrower or a Subsidiary unless (i) no Default or Event of Default exists or would result therefrom and (ii) the Borrower shall have delivered to the Administrative Agent at least 3 Business Days prior to any redemption, purchase, repurchase or other acquisition that exceeds $50,000,000 in the aggregate a Compliance Certificate evidencing that the Parent and the Borrower will be in compliance with the covenants contained in Section 10.1. after giving pro forma effect to such redemption, purchase, repurchase or other acquisition. Notwithstanding the foregoing, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(aPayments except that (i) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower may declare and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and make cash distributions to the Parent and other holders of partnership interests Equity Interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and (A) make cash or equity distributions to its shareholders in an aggregate amount not to exceed the minimum amount required to be distributed necessary for the Parent to (x) remain in compliance with Section 8.12 satisfy the requirements for qualification and (y) as long as the Parent qualifies taxation as a REIT, avoid the payment of U.S. federal or state REIT and not be subject to income or excise tax by taxation under Sections 857(b)(1), 857(b)(3), 860 or 4981 of the Parent. Internal Revenue Code and (B) make additional distributions in common Equity Interests of the Parent in an amount under this clause (B) that, when combined with the distributions under clause (A) above, do not exceed 100% of the taxable income of the Parent determined in accordance with Section 857(b)(2) of the Internal Revenue Code and (ii) Subsidiaries other than of the Borrower may, at any time, may make Restricted Payments (x) to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as type of Equity Interest in respect of which such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any GuarantorPayment is being made.

Dividends and Other Restricted Payments. The Parent and Subject to the following sentence, if an Event of Default exists, the Borrower shall not, and shall not permit any of their its Subsidiaries to, declare or make any Restricted Payment so long as Payments except that (i) the Borrower may declare and make cash distributions to its shareholders in an aggregate amount not to exceed the minimum amount necessary for the Borrower to remain in compliance with Section 7.11. or to avoid the imposition of income or excise taxes imposed under Sections 857(b)(1), 857(b)(3) or 4981 of the Internal Revenue Code, (ii) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower or any Default other Subsidiary, and (iii) Subsidiaries that are Loan Parties may pay Restricted Payments to the Borrower or Event of Default exists or would result therefromany other Loan Party (provided, however, that a Subsidiary owning a Collateral Property may only pay Restricted Payments to another Subsidiary owning a Collateral Property). Notwithstanding the foregoing, unless a Default or If an Event of Default specified in Section 11.1(a10.1.(a), Section 10.1.(e) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e10.1.(f) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuingexist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 11.2(a10.2.(a), the Borrower shall not, and its Subsidiaries and shall not permit any other Subsidiary of the Parent may pay dividends and distributions to the Parent and other holders of partnership interests in the Borrower with respect to, make any Restricted Payments to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to Person except that (xi) remain in compliance with Section 8.12 and (y) as long as the Parent qualifies as a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parent. Subsidiaries other than the Borrower may, at any time, make Restricted Payments (x) to the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as such Loan Parties may pay Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any Guarantorother Subsidiary, (ii) Subsidiaries that are Loan Parties may pay Restricted Payments to the Borrower or any other Loan Party (provided, however, that a Subsidiary owning a Collateral Property may only pay Restricted Payments to another Subsidiary owning a Collateral Property) and (iii) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower or any other Subsidiary and, in the case of any non-Wholly Owned Subsidiaries that are not Loan Parties, to each other owner of Equity Interests of such other non-Wholly Owned Subsidiary pro rata based on the relative ownership interests or as otherwise required by the terms of the organizational documents of such other non-Wholly Owned Subsidiary.

Dividends and Other Restricted Payments. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, redeem, purchase, repurchase or otherwise acquire any Equity Interests of the Parent, the Borrower or any of their Subsidiaries from any Person other than the Parent, the Borrower or a Subsidiary unless (i) no Default or Event of Default exists or would result therefrom and (ii) the Borrower shall have delivered to the Administrative Agent at least 3 Business Days prior to any redemption, purchase, repurchase or other acquisition that exceeds $50,000,000 in the aggregate a Compliance Certificate evidencing that the Parent and the Borrower will be in compliance with the covenants contained in Section 10.1. after giving pro forma effect to such redemption, purchase, repurchase or other acquisition. Notwithstanding the foregoing, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(aPayments except that (i) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower may declare and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and make cash distributions to the Parent and other holders of partnership interests Equity Interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and (A) make cash or equity distributions to its shareholders in an aggregate amount not to exceed the minimum amount required to be distributed necessary for the Parent to (x) remain in compliance with Section 8.12 satisfy the requirements for qualification and (y) as long as the Parent qualifies taxation as a REIT, avoid the payment of U.S. federal or state REIT and not be subject to income or excise tax by taxation under Sections 857(b)(1), 857(b)(3), 860 or 4981 of the Parent. Internal Revenue Code and (B) make additional distributions in common Equity Interests of the Parent in an amount under this clause (B) that, when combined with the distributions under clause (A) above, do not exceed 100% of the taxable income of the Parent determined in accordance with Section 857(b)(2) of the Internal Revenue Code and (ii) Subsidiaries other than of the Borrower may, at any time, may make Restricted Payments (x) to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as type of Equity Interest in respect of which such Restricted Payments are substantially concurrently distributedPayment is being made. Notwithstanding the foregoing, directly or indirectlyduring the Covenant Relief Period, the terms of this 10.1.(l) shall be subject to the Borrower or any GuarantorSection 10.11.(a).

Dividends and Other Restricted Payments. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, redeem, purchase, repurchase or otherwise acquire any Equity Interests of the Parent, the Borrower or any of their Subsidiaries from any Person other than the Parent, the Borrower or a Subsidiary unless (i) no Default or Event of Default exists or would result therefrom and (ii) the Borrower shall have delivered to the Administrative Agent at least 3 Business Days prior to any redemption, purchase, repurchase or other acquisition that exceeds $50,000,000 in the aggregate a Compliance Certificate evidencing that the Parent and the Borrower will be in compliance with the covenants contained in Section 10.1. after giving pro forma effect to such redemption, purchase, repurchase or other acquisition. Notwithstanding the foregoing, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(aPayments except that (i) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower may declare and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and make cash distributions to the Parent and other holders of partnership interests Equity Interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and (A) make cash or equity distributions to its shareholders in an aggregate amount not to exceed the minimum amount required to be distributed necessary for the Parent to (x) remain in compliance with Section 8.12 satisfy the requirements for qualification and (y) as long as the Parent qualifies taxation as a REIT, avoid the payment of U.S. federal or state REIT and not be subject to income or excise tax by taxation under Sections 857(b)(1), 857(b)(3), 860 or 4981 of the Parent. Internal Revenue Code and (B) make additional distributions in common Equity Interests of the Parent in an amount under this clause (B) that, when combined with the distributions under clause (A) above, do not exceed 100% of the taxable income of the Parent determined in accordance with Section 857(b)(2) of the Internal Revenue Code and (ii) Subsidiaries other than of the Borrower may, at any time, may make Restricted Payments (x) to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as type of Equity Interest in respect of which such Restricted Payments are substantially concurrently distributedPayment is being made. Notwithstanding the foregoing, directly or indirectlyduring the Covenant Relief Period, the terms of this 10.1.(kl) shall be subject to the Borrower or any GuarantorSection 10.11.(a).

Dividends and Other Restricted Payments. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, redeem, purchase, repurchase or otherwise acquire any Equity Interests of the Parent, the Borrower or any of their Subsidiaries from any Person other than the Parent, the Borrower or a Subsidiary unless (i) no Default or Event of Default exists or would result therefrom and (ii) the Borrower shall have delivered to the Administrative Agent at least 3 Business Days prior to any redemption, purchase, repurchase or other acquisition that exceeds $50,000,000 in the aggregate a Compliance Certificate evidencing that the Parent and the Borrower will be in compliance with the covenants contained in Section 10.1. after giving pro forma effect to such redemption, purchase, repurchase or other acquisition. ​ ​ Notwithstanding the foregoing, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Section 11.1(aPayments except that (i) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower may declare and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and make cash distributions to the Parent and other holders of partnership interests Equity Interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and (A) make cash or equity distributions to its shareholders in an aggregate amount not to exceed the minimum amount required to be distributed necessary for the Parent to (x) remain in compliance with Section 8.12 satisfy the requirements for qualification and (y) as long as the Parent qualifies taxation as a REIT, avoid the payment of U.S. federal or state REIT and not be subject to income or excise tax by taxation under Sections 857(b)(1), 857(b)(3), 860 or 4981 of the Parent. Internal Revenue Code and (B) make additional distributions in common Equity Interests of the Parent in an amount under this clause (B) that, when combined with the distributions under clause (A) above, do not exceed 100% of the taxable income of the Parent determined in accordance with Section 857(b)(2) of the Internal Revenue Code and (ii) Subsidiaries other than of the Borrower may, at any time, may make Restricted Payments (x) to any Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as type of Equity Interest in respect of which such Restricted Payments are substantially concurrently distributedPayment is being made. Notwithstanding the foregoing, directly or indirectlyduring the Covenant Relief Period, the terms of this 10.1.(k) shall be subject to the Borrower or any Guarantor.Section 10.11.(a). ​

Dividends and Other Restricted Payments. The Subject to the following sentence, if an Event of Default exists the Parent and the Borrower shall not, and shall not permit any of their its Subsidiaries to, declare or make any Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding Payments; provided that (i) SLGOP and the foregoing, unless a Default or Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred Guarantor may declare and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and make cash distributions to the Parent and other holders of partnership interests in SLGOP and the Borrower Guarantor, respectively, with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the minimum amount required to be distributed necessary for the Parent to (x) remain in compliance with Section 8.12 7.11. and (yii) as long as the Parent qualifies as Subsidiaries of a REIT, avoid the payment of U.S. federal or state income or excise tax by the Parent. Subsidiaries other than the Borrower may, at any time, may make Restricted Payments to (xA) such Borrower and to other holders of the Equity Interests in such Subsidiaries to the extent necessary to make Restricted Payments to such Borrower or (B) any of such Borrower’s Subsidiaries, and in the case of a Subsidiary of such Borrower that is not a Wholly Owned Subsidiary, to each other holder of Equity Interests of such Subsidiary based on their relative ownership interests. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), no Borrower or other Loan Party shall, and no Borrower or other Loan Party shall permit any their respective Subsidiaries to, make any Restricted Payments to any Person other than to a Borrower or other Loan Party or any of their respective Subsidiaries and, in the case of a Subsidiary of such Borrower or other Loan Party that is not a Wholly Owned Subsidiary (other than SLGOP and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectlyGuarantor), to the Borrower or any Guarantoreach other owner of Equity Interests of such Subsidiary based on their relative ownership interests.

Dividends and Other Restricted Payments. The Parent and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any Restricted Payment Payment; provided, however, that the Parent, the Borrower and their Subsidiaries may declare and make the following Restricted Payments so long as any no Default or Event of Default exists or would result therefrom: the Borrower may pay cash dividends to the Parent 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 to distribute, and the Parent may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Parent to remain in compliance with Section 8.12. or (ii) ninety-five percent (95%) of Funds From Operations. Notwithstanding the foregoing, unless but subject to the following sentence, if a Default or Event of Default specified in Section 11.1(a) resulting from the Borrower’s failure to pay when due the principal ofexists, or interest on, any of the Loans or any Fees or Section 11.1(e) or (f), in each case, solely with respect to the Parent or the Borrower, shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2(a), the Borrower and its Subsidiaries and any other Subsidiary of the Parent may pay dividends and only cause the Borrower (directly or indirectly through any intermediate Subsidiaries) to make cash distributions to the Parent 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 to distribute, and the Parent may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 8.12. Notwithstanding the foregoing, if a Default or Event of Default specified in Section 11.1.(a) resulting from the Borrower’s failure to pay when due the principal of, or interest on, any of the Loans or any Fees, Section 11.1.(e) or (f) shall have occurred and (y) be continuing, or if as long as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 11.2.(a), the Parent qualifies as a REITand the Borrower shall not, avoid the payment of U.S. federal or state income or excise tax by the Parentand shall not permit any other Subsidiary to, make any Restricted Payments whatsoever. Subsidiaries other than the Borrower may, at any time, may make Restricted Payments (x) to the Borrower and the other Subsidiaries that are Guarantors or (y) to Subsidiaries that are not Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or at any Guarantortime.