Permitted REIT Distribution definition

Permitted REIT Distribution means an amount equal to the minimum amount that Borrower would be required to distribute to maintain status as a REIT and avoid the payment of any income or excise taxes imposed under Section 857 and 4981 of the Code (determined as if the Borrower was a real estate investment trust under Sections 856 through 859 of the Code), as determined by the Loan Parties in good faith and specified in the Servicing Report delivered pursuant to Section 8.08(a) for the most recent Reporting Date.
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Permitted REIT Distribution means an amount equal to the minimum amount that Guarantor would be required to distribute to maintain status as a REIT and avoid the payment of any income or excise taxes imposed under Section 857 and 4981 of the Code, as determined by Guarantor in good faith and specified in the certificate delivered pursuant to Section 14(b)(iii) hereof.
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Permitted REIT Distribution has the meaning set forth in Section 5.1(d)(i). “Pledgor” means each Borrower Party or other person that grants a Lien on any Collateral in connection with this Credit Agreement. “Primary Obligors” means each Primary Obligor listed in Section 1. “Primary Obligations” means the aggregate outstanding principal amount of the Loans. “Recallable Capital” means any amount distributed to an Investor that may be recalled under the Fund Documents, and which has been set forth as “Recallable Capital” on an updated Borrowing Base Certificate provided to the Administrative Agent. “Required Lenders” means Lenders (excluding Defaulting Lenders) holding more than 50% of the outstanding Loans (excluding Loans held by Defaulting Lenders) on any date of determination. “REIT” means a real estate investment trust qualified as such under Sections 856 through 860 of the Internal Revenue Code and the regulations promulgated thereunder. “Side Letter” means each executed side letter that amends or supplements an Investor’s Subscription Document or other Operative Document of the Guarantor. “Subscription Document” means each executed subscription agreement (including all attachments) documenting an Investor’s interest in a Guarantor, each Side Letter, and documentation of each Investor transfer, repurchase or redemption. “Tax Distribution Notice” means a written notice setting forth, to the Administrative Agent’s reasonable satisfaction, the calculation of any Permitted REIT Distribution and certifying that such Borrower Party remains a REIT. “Term SOFR” means the 1 month forward-looking term SOFR rate published by CME Group (xxxxx://xxx.xxxxxxxx.xxx) two SIFMA trading days prior to each Interest Rate Reset Period.
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Examples of Permitted REIT Distribution in a sentence

  • On the date of any Permitted REIT Distribution, Guarantor shall deliver to Buyer a certificate signed by a responsible officer of Guarantor containing all information and calculations necessary, and taking into consideration such Permitted REIT Distribution, for determining compliance with clauses (i) and (ii) of this Article V(e).

  • There shall be no contractual relationship intended, implied or created between the City and any subcontractor with respect to services under this Agreement.

  • On the date of any Permitted REIT Distribution, Guarantor shall deliver to Purchaser a certificate signed by a responsible officer of Guarantor containing all information and calculations necessary, and taking into consideration such Permitted REIT Distribution, for determining compliance with clauses (i) and (ii) of this Article V(g).


More Definitions of Permitted REIT Distribution

Permitted REIT Distribution is a cash dividend by the Company equal to the amount calculated by the Company in good faith after reasonable diligence that would be necessary, if the Company itself were a real estate investment trust under the Code, to distribute to its equity holders with respect to any calendar year (whether during such year or after the end thereof) an amount equal to the "real estate investment trust taxable income" of the Company within the meaning of Code Section 857(b)(2), determined without regard to deductions for dividends paid and without regard to the exclusions in Code Section 857(b)(2)(C), (D), (E) and (F), but including therein all net capital gains and net recognized built-in gains within the meaning of Treasury Regulations Section 1.337(d)-6 or 1.337(d)-7 (whether or not such gains might otherwise be excluded or excludable therefrom), with such distributions to be made as and when determined by the Company, whether during or after the end of the year, if no Default or Event of Default shall have occurred and be continuing under clause (1), (2) or (5) under the definition of "Event of Default" above.
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Related to Permitted REIT Distribution

  • Permitted Tax Distributions means (a) for so long as the Borrower or any of its Subsidiaries are members of a group filing a consolidated, combined, affiliated or unitary income tax return with any direct or indirect parent of the Borrower, payments, dividends, or distributions, directly or indirectly, to such direct or indirect parent of the Borrower in amounts required for such parent entity to pay federal, state and local income (and franchise or other similar Taxes imposed lieu of income) Taxes imposed on such entity to the extent such Taxes are directly attributable to the income of the Borrower and its Subsidiaries; provided, however, that the amount of such payments in respect of any tax year does not, in the aggregate, exceed the amount that the Borrower and its Subsidiaries that are members of such consolidated, combined, affiliated or unitary group would have been required to pay in respect of such Taxes (as the case may be) in respect of such year if the Borrower and its Subsidiaries paid such Taxes directly on a separate company basis or as a stand-alone consolidated, combined, affiliated or unitary tax group (reduced by any such Taxes paid directly by the Borrower or any Subsidiary); and provided, further, that any such cash distributions made in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or any of its Restricted Subsidiaries and (b) with respect to any calendar year during which the Borrower is classified as a partnership or disregarded entity for U.S. federal income tax purposes, payments, dividends, or distributions by a Loan Party, on or prior to each estimated tax payment date as well as each other applicable due date but no more frequently than quarterly, in an aggregate amount not to exceed the product of (i) the total aggregate taxable income of the Borrower and its Restricted Subsidiaries (or estimates thereof) which is allocable to its members or partners as a result of the operations or activities of the Borrower and its Restricted Subsidiaries during the relevant period, calculated without regard to any tax deductions or basis adjustments arising under Section 743 of the Code attributable to the assets of the Borrower (provided, however, that such tax deductions or basis adjustments shall be taken into account if an Event of Default shall have occurred and be continuing), multiplied by (ii) the highest combined marginal federal, state and local income tax rates (including Section 1411 taxes) applicable to any member or partner of the Borrower (or, if any of them are themselves a pass-through entity for U.S. federal income tax purposes, their members or partners) determined by taking into account the character of the income and loss allocable to the members or partners as it affects the applicable tax rate, after taking into account any losses from prior periods allocated to the members or partners by the Borrower, to the extent not taken into account as a reduction in taxable income hereunder in prior periods; provided that, taxable income of the Borrower and its Restricted Subsidiaries for any period shall take into account any increases or decreases thereto as a result of any amended tax return or any tax examination, audit or adjustment; provided, further, that if the aggregate amount of Permitted Tax Distributions made for a taxable year exceeds the amount of Permitted Tax Distributions that would have been permitted based on the taxable income of Borrower and its Restricted Subsidiaries, as finally determined following the close of such year (including as a result of any amended tax return or any tax examination, audit or adjustment), then the amount of such excess shall be credited against the next Permitted Tax Distributions permitted to be made with respect to subsequent taxable periods.