Common use of Dividends and Other Restricted Payments Clause in Contracts

Dividends and Other Restricted Payments. If (i) an Event of Default under Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or (ii) 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), neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare or make, or incur any liability to make, cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower (or following the Reorganization, the REIT Entity) to maintain compliance with Section 7.11. Notwithstanding anything to the contrary in this Section, (i) Subsidiaries may make Restricted Payments to the Borrower and to other Subsidiaries, (ii) following the consummation of the Reorganization, the OP or any other Subsidiary of the REIT Entity may redeem for cash limited partnership interests or membership interests in the OP pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this Agreement.

Dividends and Other Restricted Payments. If (i) Subject to the following sentence, if an Event of Default under exists, neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit, subject to Section 12.14., any of its Subsidiaries to, declare or make any Restricted Payments except that (i) the Borrower may declare and make only cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year of the Parent, and the Parent may distribute such cash distributions, in an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.10., (ii) Subsidiaries of the Borrower may pay Restricted Payments to the Borrower, any other Subsidiary of the Borrower or any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made, or, if such Restricted Payments cannot be made ratably because of requirements set forth in such Subsidiary’s organizational documents or other contract to which such Subsidiary is bound that was entered into for purposes other than primarily to avoid the requirement to make such distributions ratably as described in this clause (ii), then in the manner required by such organizational documents or such other contract, and (iii) the Parent may redeem common Equity Interests in the Parent to the extent necessary to comply with its Amended and Restated Share Redemption Program as in effect on the Agreement Date, as it may be amended from time to time; provided, that the Parent terminates its Amended and Restated Share Redemption Program within 45 days following the occurrence of such Event of Default and all such redemptions made after such Event of Default do not exceed $35,000,000 in the aggregate. If an Event of Default specified in Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or (ii) 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), then neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit, subject to Section 12.14., any Subsidiary shall directly or indirectly declare or maketo, or incur any liability to make any Restricted Payments. If Payments to any Person except (x) in the case of the existence of a Default or an Event of Default other than those specified in clauses (iSection 10.1.(a) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a)only, the Borrower may only declare or make, or incur any liability to make, and make cash distributions to its shareholders during the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year of the Parent, and the Parent may distribute such cash distributions, in an aggregate amount not to exceed the minimum amount necessary for the Borrower (or following the Reorganization, the REIT Entity) Parent to maintain remain in compliance with Section 7.117.10. Notwithstanding anything to the contrary in this Section, so long as such amount does not exceed $10,000,000 and (iy) Subsidiaries of the Borrower may make pay Restricted Payments to the Borrower and to other SubsidiariesBorrower, (ii) following the consummation of the Reorganization, the OP or any other Subsidiary of the REIT Entity may redeem Borrower or any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made, or, if such Restricted Payments cannot be made ratably because of requirements set forth in such Subsidiary’s organizational documents or other contract to which such Subsidiary is bound that was entered into for cash limited partnership interests or membership interests purposes other than primarily to avoid the requirement to make such distributions ratably as described in this clause (y), then in the OP pursuant to customary redemption rights granted to the applicable limited partner manner required by such organizational documents or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this Agreementother contract.

Dividends and Other Restricted Payments. If Make, pay, declare or authorize any dividend, payment or other distribution in respect of any class of its Capital Stock or any dividend, payment or distribution in connection with the redemption, purchase, retirement or other acquisition, directly or indirectly, of any Capital Stock other than such dividends, payments or other distributions (i) an to the extent payable solely in shares of common stock of the Company, (ii) to the extent payable to the Company by a Restricted Subsidiary of the Company, (iii) dividends and distributions on Preferred Stock to the extent permitted under Section 5.2(s), (iv) if no Event of Default under Section 10.1.(a)or Default exists or would be caused thereby, Section 10.1.(e) or Section 10.1.(f) shall exist, or (ii) 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), neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare or make, or incur any liability to make, cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed $1,000,000 made after the minimum Effective Date, (v) which in aggregate amount necessary do not exceed 25% of the Net Income accrued during fiscal quarters ending after the Effective Date for which the Total Covenant Obligations to Total Covenant EBITDA Ratio was not greater than 3.0 to 1.0, provided that both before and after the making or declaration of such dividend, payment or other distribution (A) the pro forma Total Covenant Obligations to Total Covenant EBITDA Ratio is not greater than 3.0 to 1.0, on a pro forma basis acceptable to the Agent, (B) the Company is able to borrow at least $25,000,000 of additional Loans on a pro forma basis acceptable to the Agent and (C) no Default or Event of Default shall have occurred or be caused thereby, and (vi) if no Event of Default or Default exists or would be caused thereby, an aggregate amount not to exceed $2,500,000 for all employees made after the Effective Date for the Borrower (or following purpose of redeeming the Reorganization, the REIT Entity) to maintain compliance with Section 7.11. Notwithstanding anything to the contrary in this Section, (i) Subsidiaries may make Restricted Payments to the Borrower and to other Subsidiaries, (ii) following the consummation Capital Stock of the ReorganizationCompany owned by any employees of the Company, other than a Permitted Holder, upon the OP termination of the employment by the Company or any other Subsidiary of its Restricted Subsidiaries of such employee, provided that (A) any amounts used to redeem such Capital Stock under this clause (vi) shall first reduce the REIT Entity may redeem amount allowed or accumulated under Section 5.2(j)(iv) until the amount allowed thereunder is exhausted and then shall reduce the amount allowed under Section 5.2(j)(v) and (B) the amounts payable for cash limited partnership interests or membership interests in the OP pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership Capital Stock will not be paid any sooner or membership interests reasonably could be considered to impair its ability to maintain its status as a REITin any greater amount than contractually required. The Company will not, and will not permit any of its Restricted Subsidiaries, to issue any Preferred Stock or any Disqualified Stock, other than (iii1) following any Preferred Stock which does not require any dividends, payments, redemptions or other distributions of any kind until at least one year after the consummation later of the ReorganizationRevolving Credit Termination Date, the Tooling Revolving Credit Termination Date or the Maturity Date, (2) the existing Lobdxxx Xxxferred Stock and (3) any other Preferred Stock or Disqualified Stock which meets all of the requirements for the issuance by the Company of Subordinated Debt (i.e. all payments and other obligations thereunder are expressly subordinate and junior in right and priority of payment to the extent constituting a Restricted Payment, payments may be made by the Borrower Advances and other Indebtedness of such Person to the REIT Entity Lenders in manner and by agreement satisfactory in form and substance to the extent required Agent and such Preferred Stock or Disqualified Stock is subject to fund administrative such other terms and operating expenses of the REIT Entity provisions, including without limitation maturities, covenants, defaults, rates and fees, acceptable to the extent attributable to any activity Agent), and such Preferred Stock and Disqualified Stock allowed under this clause (3) shall be treated as if it were Subordinated Debt for all purposes of or with respect to the REIT Entity that this Agreement and is not otherwise prohibited by this Agreementdefined herein as "Permitted Disqualified Stock".

Dividends and Other Restricted Payments. If 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 under Section 10.1.(a)exists, Section 10.1.(e) or Section 10.1.(f) the Parent and the Borrower shall existnot, or (ii) as a result of the occurrence of any other Event of Default and shall not permit any of the Obligations have been accelerated pursuant to Section 10.2.(a)their Subsidiaries to, neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses Payments except that (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare or make, or incur any liability to make, and make cash distributions to its shareholders during 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 Borrower 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 (or following B) make additional distributions in common Equity Interests of the ReorganizationParent in an amount under this clause (B) that, when combined with the REIT Entitydistributions under clause (A) to maintain compliance above, do not exceed 100% of the taxable income of the Parent determined in accordance with Section 7.11. Notwithstanding anything to 857(b)(2) of the contrary in this Section, Internal Revenue Code and (iii) Subsidiaries of the Borrower may make Restricted Payments to the Borrower and any Person that owns an Equity Interest in such Subsidiary, ratably according to other Subsidiaries, (ii) following the consummation their respective holdings of the Reorganizationtype of Equity Interest in respect of which such Restricted Payment is being made. Notwithstanding the foregoing, during the Covenant Relief Period, the OP or any other Subsidiary terms of the REIT Entity may redeem for cash limited partnership interests or membership interests in the OP pursuant this 10.1.(k) shall be subject to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this Agreement.Section 10.11.(a). ​

Dividends and Other Restricted Payments. If 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 $100,000,000 in the aggregate from the date of the Compliance Certificate most recently delivered, 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 under Section 10.1.(a)exists, Section 10.1.(e) or Section 10.1.(f) the Parent and the Borrower shall existnot, or (ii) as a result of the occurrence of any other Event of Default and shall not permit any of the Obligations have been accelerated pursuant to Section 10.2.(a)their Subsidiaries to, neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses Payments except that (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare or make, or incur any liability to make, and make cash distributions to its shareholders during 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 Borrower 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 (or following B) make additional distributions in common Equity Interests of the ReorganizationParent in an amount under this clause (B) that, when combined with the REIT Entitydistributions under clause (A) to maintain compliance above, do not exceed 100% of the taxable income of the Parent determined in accordance with Section 7.11. Notwithstanding anything to 857(b)(2) of the contrary in this Section, Internal Revenue Code and (iii) Subsidiaries of the Borrower may make Restricted Payments to the Borrower and any Person that owns an Equity Interest in such Subsidiary, ratably according to other Subsidiaries, (ii) following the consummation their respective holdings of the Reorganization, the OP or any other Subsidiary type of the REIT Entity may redeem for cash limited partnership interests or membership interests Equity Interest in the OP pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination respect of the Borrower, issuing shares of the REIT Entity in redemption of which such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that Payment is not otherwise prohibited by this Agreement.being made. ​

Dividends and Other Restricted Payments. If The Constituent Companies will not, and will not permit any Subsidiary to, redeem, purchase, repurchase or otherwise acquire any Equity Interests of either Constituent Company or any of its Subsidiaries from any Person other than a Constituent Company or a Subsidiary unless (ia) no Default or Event of Default exists or would result therefrom 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, if an Event of Default under Section 10.1.(a)exists, Section 10.1.(e) or Section 10.1.(f) shall existthe Constituent Companies will not, or (ii) 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), neither the Borrower nor and will not permit any Subsidiary shall directly or indirectly to, declare or make, or incur any liability to make any Restricted Payments. If Payments except that (1) the Issuer may declare and make cash distributions to the Parent Guarantor and other holders of Equity Interests in the Issuer with respect to any Event of Default other than those specified in clauses fiscal year to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare make cash or make, or incur any liability to make, cash equity distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower Parent Guarantor 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 Code and (or following ii) make additional distributions in common Equity Interests of the ReorganizationParent Guarantor in an amount under this clause (ii) that, when combined with the REIT Entity) to maintain compliance with Section 7.11. Notwithstanding anything to the contrary in this Section, 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 of the Issuer may make Restricted Payments to the Borrower and any Person that owns an Equity Interest in such Subsidiary, ratably according to other Subsidiaries, (ii) following the consummation their respective holdings of the Reorganizationtype of Equity Interest in respect of which such Restricted Payment is being made. Notwithstanding the foregoing, during the Covenant Relief Period, the OP or any other Subsidiary terms of this clause (h) shall be subject to Section 10.10(a). Notwithstanding the REIT Entity may redeem for cash limited partnership interests or membership interests in foregoing, during the OP pursuant to customary redemption rights granted to Covenant Relief Period, the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could Parent Guarantor shall not be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of comply with (a) the REIT Entity to Financial Covenants described in clauses (a) through (f) above, or (b) any Additional or More Restrictive Covenant incorporated from the extent attributable to any activity of or with respect to the REIT Entity Bank Credit Agreement that is not otherwise prohibited by this required to be complied with during the Covenant Relief Period pursuant to the Bank Credit Agreement, and the Surge Period shall not be deemed to be utilized.

Dividends and Other Restricted Payments. If (i) an Event of Default under Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or (ii) 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), neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare or make, or incur any liability to make, cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower (or following the Reorganization, the REIT Entity) to maintain compliance with Section 7.117.11 and to avoid payment of any income or excise taxes imposed under Section 857(b)(1), 857(b)(3) or 4981 of the Internal Revenue Code; provided that there shall not be any implied requirement that the Borrower (or following the Reorganization, the REIT Entity) utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code. Notwithstanding anything to the contrary in this Section, (i) Subsidiaries may make Restricted Payments to the Borrower and to other SubsidiariesSubsidiaries and to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person, (ii) following the consummation of the Reorganization, the OP or any other Subsidiary of the REIT Entity may redeem for cash limited partnership interests or membership interests in the OP pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this Agreement, (iv) the Borrower and any of its Subsidiaries may make repurchases, retirement or other acquisitions of Equity Interests in the Borrower or any Subsidiary (or following the Reorganization, the REIT Entity or any other parent entity of the Borrower) pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business and (v) the Borrower (or following the Reorganization, including the REIT Entity) or any of its Subsidiaries may issue Equity Interests in LEGAL02/40926073v6 connection with a conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion.

Dividends and Other Restricted Payments. If (i) an Event of Default under Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f10.1.9(f) shall exist, or (ii) 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), neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare or make, or incur any liability to make, cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower (or following the Reorganization, the REIT Entity) to maintain compliance with Section 7.117.11 and to avoid payment of any income or excise taxes imposed under Section 857(b)(1), 857(b)(3) or 4981 of the Internal Revenue Code; provided that there shall not be any implied requirement that the Borrower (or following the Reorganization, the REIT Entity) utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code. Notwithstanding anything to the contrary in this Section, (i) Subsidiaries may make Restricted Payments to the Borrower and to other SubsidiariesSubsidiaries and to any Person owning Equity Interests in such Subsidiary ratably in accordance with the interest held by such Person, (ii) following the consummation of the Reorganization, the OP or any other Subsidiary of the REIT Entity may redeem for cash limited partnership interests or membership interests in the OP pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this Agreement, (iv) the Borrower and any of its Subsidiaries may make repurchases, retirement or other acquisitions of Equity Interests in the Borrower or any Subsidiary (or following the Reorganization, the REIT Entity or any other parent entity of the Borrower) pursuant to any employee or director equity or stock option plan entered into in the ordinary course of business and (v) the Borrower (or following the Reorganization, including the REIT Entity) or any of its Subsidiaries may issue Equity Interests in connection with a conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion.

Dividends and Other Restricted Payments. If (iPrior to the completion by the Borrower of a Qualified Public Offering, the Borrower shall not, and shall not permit any of its Subsidiaries to, declare or make any Restricted Payments except Restricted Payments to the Borrower or any Subsidiary, and, provided that no Event of Default then exists, one or more distributions to SIR of the working capital of the Borrower and its Subsidiaries, provided that the Borrower shall at all times prior to such Qualified Public Offering maintain a reasonable amount of working capital determined in the reasonable business judgment of the Borrower. Following the completion by the Borrower of a Qualified Public Offering, the Borrower and its Subsidiaries shall be permitted to make Restricted Payments without limitation; provided, however, that following the occurrence and during the continuance of any Event of Default, the Borrower may declare and make cash distributions to its shareholders only in an aggregate amount not to exceed the minimum amount necessary for the Borrower to remain in compliance with Section 7.11 and to avoid the imposition of income or excise taxes imposed under Sections 857(b)(1), 857(b)(3) and 4981 of the Internal Revenue Code and Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary; provided further that if an Event of Default under specified in Section 10.1.(a10.1(a), Section 10.1.(e10.1(e) or Section 10.1.(f10.1(f) shall exist, or (ii) 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), neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a10.2(a), the Borrower may only declare or makeshall not, or incur and shall not permit any liability Subsidiary to, make any Restricted Payments to make, cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower (or following the Reorganization, the REIT Entity) to maintain compliance with Section 7.11. Notwithstanding anything to the contrary in this Section, (i) Person except that Subsidiaries may make pay Restricted Payments to the Borrower and to other Subsidiaries, (ii) following the consummation of the Reorganization, the OP or any other Subsidiary of the REIT Entity may redeem for cash limited partnership interests or membership interests in the OP pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this AgreementSubsidiary.

Dividends and Other Restricted Payments. If (i) an Event of Default under Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or (ii) 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), neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare or make, or incur any liability to make, cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower (or following the Reorganization, the REIT Entity) to maintain compliance with Section 7.11. Notwithstanding anything to the contrary in this Section, (i) Subsidiaries may make Restricted Payments to the Borrower and to other Subsidiaries, (ii) following the consummation of the Reorganization, the OP or any other Subsidiary of the REIT Entity may redeem for cash limited partnership interests or membership interests in the OP pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this Agreement. Section 9.2.