Common use of Restrictions on Dividends and Other Distributions Clause in Contracts

Restrictions on Dividends and Other Distributions. The Company will not, in respect of any shares of any class of its capital stock, (a) declare or pay any dividends (other than dividends payable in capital stock of the Company) thereon, (b) apply any of its property or assets to the purchase, redemption or other acquisition or retirement thereof, (c) set apart any sum for the purchase, redemption or other acquisition or retirement thereof, or (d) make any other distribution thereon, by reduction of capital or otherwise if, immediately after such declaration or other action referred to above, the aggregate of all such declarations and other actions since the date on which this Indenture was originally executed shall exceed the sum of (i) Funds from Operations from December 31, 1993 until the end of the Company’s latest fiscal quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action and (ii) $20,000,000; PROVIDED, HOWEVER, that the foregoing limitation shall not apply to any declaration or other action referred to above which is necessary to maintain the Company’s status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended, if the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP at such time is less than 65% of the Undepreciated Real Estate Assets as of the end of the Company’s latest fiscal quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action. Notwithstanding the foregoing, the provisions of this Section 1005 will not prohibit the payment of any dividend within 30 days of the declaration thereof if at such date of declaration such payment would have complied with the provisions hereof.” The amendment of Section 1005 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1015 of the Indenture is hereby amended in its entirety as follows:

Restrictions on Dividends and Other Distributions. The Company will not, in respect of any shares of any class of its capital stock, (a) declare or pay any dividends (other than dividends payable in capital stock of the Company) thereon, (b) apply any of its property or assets to the purchase, redemption or other acquisition or retirement thereof, (c) set apart any sum for the purchase, redemption or other acquisition or retirement thereof, or (d) make any other distribution thereondistribution, by reduction of capital or otherwise if, immediately after such declaration or other action referred to above, the aggregate of all such declarations and other actions since the date on which this Indenture was originally executed shall exceed the sum of (i) Funds from Operations from December 31, 1993 until the end of the Company’s latest fiscal calendar quarter covered in the Company’s 's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action and (ii) $20,000,000; PROVIDED, HOWEVER, that the foregoing limitation shall not apply to any declaration or other action referred to above which is necessary to maintain the Company’s 's status as a “"real estate investment trust” " under the Internal Revenue Code of 1986, as amended, if the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP at such time is less than 65% of the Company's Undepreciated Real Estate Assets as of the end of the Company’s latest fiscal calendar quarter covered in the Company’s 's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action. Notwithstanding the foregoing, the provisions of this Section 1005 will not prohibit the payment of any dividend within 30 days of the declaration thereof if at such date of declaration such payment would have complied with the provisions hereof.” The amendment of Section 1005 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1015 of the Indenture is hereby amended in its entirety as follows:

Restrictions on Dividends and Other Distributions. The Company Issuer will not, in respect of any shares of any class of its capital stock, (a) declare or pay any dividends (other than dividends payable in capital stock of the Company) thereon, (b) apply any of its property or assets to the purchase, redemption or other acquisition or retirement thereof, (c) set apart any sum for the purchase, redemption or other acquisition or retirement thereof, or (d) not make any other distribution thereondistribution, by reduction of capital or otherwise if(other than distributions payable in securities evidencing interests in the Issuer's capital for the purpose of acquiring interests in real property or otherwise) unless, immediately after giving pro forma effect to such declaration distribution, (a) no default hereunder or other action referred to aboveevent of default under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Issuer, the Guarantor or any Subsidiary shall have occurred or be continuing and (b) the aggregate sum of all such declarations and other actions since distributions made after the date on which this Indenture was originally executed hereof shall not exceed the sum of (i) 95% of the aggregate cumulative Funds From Operations of the Issuer accrued on a cumulative basis from Operations from December 31, 1993 the date hereof until the end of the Company’s latest last fiscal quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action the contemplated payment, and (ii) $20,000,000the aggregate Net Cash Proceeds received by the Issuer after the date hereof from the issuance and sale of Capital Stock of the Issuer or the General Partner to the extent such proceeds are contributed to the Issuer; PROVIDEDprovided, HOWEVERhowever, that the foregoing limitation shall not apply to any declaration distribution or other action referred to above which is necessary to maintain the Company’s General Partner's status as a “real estate investment trust” REIT under the Internal Revenue Code of 1986, as amendedCode, if the aggregate principal amount of all outstanding Debt Indebtedness of the Company General Partner and its Subsidiaries the Issuer on a consolidated basis determined in accordance with GAAP at such time is less than 6560% of the Undepreciated Real Estate Assets as of the end of the Company’s latest fiscal quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other actionAdjusted Total Assets. Notwithstanding the foregoing, the provisions of this Section 1005 Issuer will not prohibit be prohibited from making the payment of any dividend distribution within 30 days of the declaration thereof if at such date of declaration such payment would have complied with the provisions hereof.” The amendment of Section 1005 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1015 of the Indenture is hereby amended in its entirety as follows:immediately preceding paragraph.

Restrictions on Dividends and Other Distributions. The Company Borrower will notnot and will not permit any Subsidiary to directly or indirectly declare, in respect order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; except that (i) Subsidiaries (other than Borrower) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Borrower or the other Subsidiaries, (ii) the Borrower may redeem or repurchase shares of its stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower's stock option plans; provided that no Default exists or would result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, (iii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j) or (m) of Section 10.5, and (iv) from September 30, 1998 through and including August 31, 1999, the Borrower may redeem or repurchase shares of its capital stock, (a) declare or pay any dividends (other than dividends payable in capital stock of the Company) thereon, (b) apply any of its property or assets to the purchase, redemption or other acquisition or retirement thereof, (c) set apart any sum for the purchase, redemption or other acquisition or retirement thereof, or (d) make any other distribution thereon, by reduction of capital or otherwise if, immediately after such declaration or other action referred to above, ; provided that the aggregate of all amount paid by Borrower in connection with such declarations redemptions and other actions since the date on which this Indenture was originally executed shall repurchases does not exceed the sum of Nine Million Dollars (i$9,000,000) Funds from Operations from December 31, 1993 until the end of the Company’s latest fiscal quarter covered in the Company’s Annual Report on Form 10-K and no Default exists or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action and (ii) $20,000,000; PROVIDED, HOWEVER, that the foregoing limitation shall not apply to any declaration or other action referred to above which is necessary to maintain the Company’s status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended, if the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP at such time is less than 65% of the Undepreciated Real Estate Assets as of the end of the Company’s latest fiscal quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action. Notwithstanding the foregoing, the provisions of this Section 1005 will not prohibit the payment of any dividend within 30 days of the declaration thereof if at such date of declaration such payment would have complied with the provisions hereofresult therefrom.” The amendment of Section 1005 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1015 of the Indenture is hereby amended in its entirety as follows:

Restrictions on Dividends and Other Distributions. The Company Borrower will notnot and will not permit any Subsidiary to directly or indirectly declare, in respect order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; except that (i) Subsidiaries (other than Borrower) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Borrower or the other Subsidiaries, (ii) the Borrower may redeem or repurchase shares of its stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower?s stock option plans; provided that no Default exists or would result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to the exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, (iii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j) or (m) of Section 10.5, and (iv) from September 30, 1998 through and including November 30, 1999, the Borrower may redeem or repurchase shares of its capital stock, (a) declare or pay any dividends (other than dividends payable in capital stock of the Company) thereon, (b) apply any of its property or assets to the purchase, redemption or other acquisition or retirement thereof, (c) set apart any sum for the purchase, redemption or other acquisition or retirement thereof, or (d) make any other distribution thereon, by reduction of capital or otherwise if, immediately after such declaration or other action referred to above, ; provided that the aggregate of all amount paid by Borrower in connection with such declarations redemptions and other actions since the date on which this Indenture was originally executed shall repurchases during such period does not exceed the sum of Nine Million Dollars (i$9,000,000) Funds from Operations from December 31, 1993 until the end of the Company’s latest fiscal quarter covered in the Company’s Annual Report on Form 10-K and no Default exists or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action and (ii) $20,000,000; PROVIDED, HOWEVER, that the foregoing limitation shall not apply to any declaration or other action referred to above which is necessary to maintain the Company’s status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended, if the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP at such time is less than 65% of the Undepreciated Real Estate Assets as of the end of the Company’s latest fiscal quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, with the Trustee) prior to such declaration or other action. Notwithstanding the foregoing, the provisions of this Section 1005 will not prohibit the payment of any dividend within 30 days of the declaration thereof if at such date of declaration such payment would have complied with the provisions hereofresult therefrom.” The amendment of Section 1005 of the Indenture relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. Section 1015 of the Indenture is hereby amended in its entirety as follows: