Common use of Distributions of Income to the Borrower Clause in Contracts

Distributions of Income to the Borrower. The Borrower shall cause all of its Subsidiaries (subject to the terms of any loan documents under which such Subsidiary is the borrower) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, capital improvements and leasing commissions for such quarter and (b) the establishment of reasonable reserves for the payment of operating expenses not paid on at least a quarterly basis and capital improvements and tenant improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices. Notwithstanding anything herein to the contrary, Subsidiaries of Borrower that are not wholly owned by Borrower or that are organized as a DST or similar trust shall be allowed to distribute profits, proceeds or other income to all owners of such Subsidiaries in the normal course of business.

Distributions of Income to the Borrower. The Borrower shall cause all of its Subsidiaries (subject to the terms of any loan documents under which such Subsidiary is the borrower, a provision of such Subsidiary’s organizational documents required as a condition of such loan documents or the terms of any joint venture agreement with an unaffiliated third Person) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, capital improvements and leasing commissions for such quarter and quarter, (b) the establishment of reasonable reserves for the payment of operating expenses not paid on at least a quarterly basis and capital improvements and tenant improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices. Notwithstanding anything herein to , and (c) the contrary, establishment of reserves held by Wholly Owned Subsidiaries of Borrower that are not wholly owned by Borrower or that are organized as a DST or similar trust shall be allowed to distribute profits, proceeds or other income to in an aggregate amount for all owners of such Subsidiaries in the normal course of businessnot more than $20,000,000.00.