Common use of Dividends and Other Restricted Payments Clause in Contracts

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, the Borrower shall not, and shall not permit any of its Subsidiaries to, declare or make any Restricted 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 other Subsidiary, and (iii) 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). If an 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), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower or any other 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. Subject to the following sentence, if an Event of Default exists, The Parent and the Borrower shall not, and shall not permit any of its their Subsidiaries to, declare or make any Restricted Payments except that (i) Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding 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. foregoing, unless a Default 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 other Subsidiary, and (iii) 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). If an Event of Default specified in Section 10.1.(a11.1(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), Section 10.1.(e) in each case, solely with respect to the Parent or Section 10.1.(f) the Borrower, shall existhave occurred and be continuing, 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.(a11.2(a), the Borrower shall notand 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 shall the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not permit to exceed the amount required to be distributed for the Parent to (x) remain in compliance with Section 8.12 and (y) avoid the payment of U.S. federal or state income or excise tax. Subsidiaries other than the Borrower may, at any Subsidiary totime, make any Restricted Payments (x) to any Person except the Borrower and 100 the other Subsidiaries that are Guarantors or (iy) to Subsidiaries that are not Loan Parties may pay Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any other 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 SubsidiaryGuarantor.

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of its the other Subsidiaries to, declare or make any Restricted Payments Payments, except that (i) notwithstanding the existence of an Event of Default, the Borrower may declare pay cash dividends to the Parent and make 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 distributions dividends to its shareholders in an aggregate amount not to exceed the minimum amount necessary required for the Borrower Parent to remain in compliance with Section 7.11. or maintain its status as a real estate investment trust and to avoid the imposition payment of any income or excise taxes imposed under Sections Section 857(b)(1), 857(b)(3) or 4981 of the Internal Revenue Code, . Subsidiaries (iiother than the Borrower) Subsidiaries that are not Loan Parties may pay make Restricted Payments 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 covenants contained in this Article IX., each of the following transactions, in each case not prohibited by the Loan Documents, that 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 other SubsidiaryPerson or of assets constituting a business unit, and a line of business or division of such Person, (ii) a Property or (iii) Subsidiaries that are Loan Parties may pay Restricted Payments to Equity Interests in a Person that, upon the Borrower or any other Loan Party (providedconsummation thereof, however, that will be a Subsidiary owning a Collateral Property may only pay Restricted Payments to another Subsidiary owning a Collateral Property). If an Event of Default specified in Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or if such Person (including as a result of a merger or consolidation); (b) the occurrence of sale, transfer, license, lease or other disposition (including any other Event of Default sale and leaseback transaction and any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower sale or any other 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 issuance of Equity Interests in a Subsidiary) of such any property by any Person, including any sale, assignment, transfer or other non-Wholly Owned Subsidiary disposal, with or without recourse, of any notes or accounts receivable or any 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 rata based on the relative ownership interests or as otherwise required forma calculations pursuant to this Section shall be made in good faith by the terms chief executive officer, chief financial officer or vice president-treasurer of the organizational documents of such other non-Wholly Owned Subsidiary.Parent. - 90 - LEGAL02\42427047.v4

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, exists the Borrower Parent shall not, and shall not permit any of its Subsidiaries to, declare or make any Restricted Payments except Payments; provided that (i) SLGOP and the Borrower Guarantor may declare and make cash distributions to its shareholders holders of partnership interests in SLGOP and the Guarantor, respectively, with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Borrower Parent 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, and (ii) Subsidiaries that are not Loan Parties of a Borrower may pay make Restricted Payments to (A) such Borrower and to other holders of the Borrower or any other Subsidiary, and (iii) Equity Interests in such Subsidiaries that are Loan Parties may pay to the extent necessary to make Restricted Payments to the such Borrower or (B) any other Loan Party (providedof such Borrower’s Subsidiaries, however, that and in the case of a Subsidiary owning of such Borrower that is not a Collateral Property may only pay Restricted Payments Wholly Owned Subsidiary, to another each other holder of Equity Interests of such Subsidiary owning a Collateral Property)based on their relative ownership interests. If an 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), the no Borrower shall notor other Loan Party shall, and no Borrower or other Loan Party shall not permit any Subsidiary their respective Subsidiaries to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments other than to the a Borrower or any other 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 of their respective Subsidiaries and, in the case of any non-a Subsidiary of such Borrower or other Loan Party that is not a Wholly Owned Subsidiaries that are not Loan PartiesSubsidiary (other than SLGOP and the Guarantor), to each other owner of Equity Interests of such other non-Wholly Owned Subsidiary pro rata based on the their relative ownership interests or as otherwise required by the terms of the organizational documents of such other non-Wholly Owned Subsidiaryinterests.

Dividends and Other Restricted Payments. Subject 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 its their Subsidiaries to, declare or make any Restricted Payments except that (i) the Borrower may declare and make cash distributions to its shareholders 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 remain in compliance with Section 7.11. or satisfy the requirements for qualification and taxation as a REIT and not be subject to avoid the imposition of income or excise taxes imposed taxation under Sections 857(b)(1), 857(b)(3) ), 860 or 4981 of the Internal Revenue CodeCode 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 that are not Loan Parties of the Borrower may pay make Restricted Payments to the Borrower or any other Person that owns an Equity Interest in such Subsidiary, and (iii) Subsidiaries that are Loan Parties may pay ratably according to their respective holdings of the type of Equity Interest in respect of which such 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)Payment is being made. If an a Default or Event of Default specified in Section 10.1.(a11.1.(a), Section 10.1.(e11.1.(f) or Section 10.1.(f11.1.(g) 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.(a11.2.(a), the Parent and the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments other than to the Borrower or any other 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 SubsidiaryBorrower.

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, The Parent and the Borrower shall not, and shall not permit any of its their Subsidiaries to, declare or make any Restricted Payments except that (i) Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding 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. foregoing, unless a Default 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 other Subsidiary, and (iii) 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). If an Event of Default specified in Section 10.1.(a11.1(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), Section 10.1.(e) in each case, solely with respect to the Parent or Section 10.1.(f) the Borrower, shall existhave occurred and be continuing, 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.(a11.2(a), the Borrower shall notand 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 shall the Parent may so distribute, dividends and distributions to its shareholders in an aggregate amount not permit 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 Subsidiary totime, make any Restricted Payments (x) to any Person except the Borrower and the other Subsidiaries that are Guarantors or (iy) to Subsidiaries that are not Loan Parties may pay Guarantors, so long as such Restricted Payments are substantially concurrently distributed, directly or indirectly, to the Borrower or any other 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 SubsidiaryGuarantor.

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, The Parent and the Borrower shall not, and shall not permit any of its their Subsidiaries to, declare or make any Restricted Payments except Payment; provided, however, that (i) the Parent, the Borrower and their Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: the Borrower may pay cash distributions 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 minimum greater of (i) the amount necessary required to be distributed for the Borrower Parent to remain in compliance with Section 7.118.12. 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 ninety-five percent (95%) of Funds From Operations. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Parent may only cause the Borrower (directly or indirectly through any intermediate Subsidiaries) to make cash distributions to the Parent and other Subsidiaryholders 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 (iii) Subsidiaries that are Loan Parties the Parent may pay Restricted Payments so distribute, cash dividends to its shareholders in an aggregate amount required to be distributed for the Borrower Parent to remain in compliance with Section 8.12. Notwithstanding the foregoing, if a Default 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). If an Event of Default specified in Section 10.1.(a)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 10.1.(e11.1.(e) or Section 10.1.(f(f) shall existhave occurred and be continuing, 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.(a11.2.(a), the Parent and the Borrower shall not, and shall not permit any other Subsidiary to, make any Restricted Payments to any Person except that (i) whatsoever. Subsidiaries that are not Loan Parties other than the Borrower may pay make Restricted Payments to the Borrower or and the other Subsidiaries at any other 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 Subsidiarytime.

Dividends and Other Restricted Payments. Subject 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 (a) no Default or Event of Default exists or would result therefrom and (b) the Parent Guarantor shall have delivered to the following sentenceholders 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 exists, the Borrower shall Constituent Companies will not, and shall will not permit any of its Subsidiaries Subsidiary to, declare or make any Restricted Payments except that (i1) the Borrower Issuer may declare and make cash distributions to its shareholders the Parent Guarantor and other holders of Equity Interests in the Issuer with respect to any fiscal year to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may (i) make cash or equity distributions in an aggregate amount not to exceed the minimum amount necessary for the Borrower Parent Guarantor to remain in compliance with Section 7.11. or satisfy the requirements for qualification and taxation as a REIT and not be subject to avoid the imposition of income or excise taxes imposed taxation under Sections sections 857(b)(1), 857(b)(3) ), 860 or 4981 of the Internal Revenue Code, Code and (ii) Subsidiaries that are 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 Loan Parties may pay Restricted Payments to exceed 100% of the Borrower or any other Subsidiary, taxable income of the Parent Guarantor determined in accordance with section 857(b)(2) of the Code and (iii2) 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). If an 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), the Borrower shall not, and shall not permit any Subsidiary to, Issuer may make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower or any other owns an Equity Interest in such Subsidiary, (ii) Subsidiaries that are Loan Parties may pay Restricted Payments ratably according to their respective holdings of 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 type of Equity Interests Interest in respect of which such other non-Wholly Owned Subsidiary pro rata based on Restricted Payment is being made. Notwithstanding the relative ownership interests or as otherwise required by foregoing, during the Covenant Relief Period, the terms of the organizational documents of such other non-Wholly Owned Subsidiarythis clause (h) shall be subject to Section 10.10(a).

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, The Parent and the Borrower shall not, and shall not permit any of its 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 Payments except that (i) the Borrower may declare and make cash distributions to its shareholders 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 remain in compliance with Section 7.11. or satisfy the requirements for qualification and taxation as a REIT and not be subject to avoid the imposition of income or excise taxes imposed taxation under Sections 857(b)(1), 857(b)(3) ), 860 or 4981 of the Internal Revenue CodeCode 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 that are not Loan Parties may pay Restricted Payments to of the Borrower or any other Subsidiary, and (iii) 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). If an 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), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower or any other owns an Equity Interest in such Subsidiary, (ii) Subsidiaries that are Loan Parties may pay Restricted Payments ratably according to their respective holdings of 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 type of Equity Interests Interest in respect of which such other non-Wholly Owned Subsidiary pro rata based on Restricted Payment is being made. Notwithstanding the relative ownership interests or as otherwise required by foregoing, during the Covenant Relief Period, the terms of the organizational documents of such other non-Wholly Owned Subsidiarythis 10.1.(l) shall be subject to Section 10.11.(a).

Dividends and Other Restricted Payments. Subject The Borrower and its Subsidiaries (other than Wholly Owned Subsidiaries) shall not, directly or indirectly declare or make, or incur any liability to make, any Restricted 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 tax pursuant to Section 857(b) or Section 4981 of 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 any other Subsidiary. Notwithstanding the foregoing, but subject to the following sentence, if an a Default or Event of Default exists, the Borrower shall not, and shall not permit any of its Subsidiaries to, may only declare or make any Restricted 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 other Subsidiary, and (iii) 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)8.12. If an Event of Default specified in Section 10.1.(asubsection (a), Section 10.1.(e(e) or (f) of Section 10.1.(f) 11.1 shall existhave occurred and be continuing, 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)accelerated, the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments whatsoever other than to the Borrower or any other Subsidiary, (ii) Subsidiaries that are Loan Parties may pay Restricted Payments to . Asset Value of Non-Guarantor Entities. At no time shall 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 aggregate Asset Value of the Borrower or any other Subsidiary and, Non-Guarantor Entities obligated in the case respect 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 Recourse Indebtedness exceed ten percent (10%) of the organizational documents of such other non-Wholly Owned Subsidiary.Gross Asset Value. 79

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, exists the Borrower shall not, and shall not permit any of its Subsidiaries to, declare or make any Restricted Payments except Payment; provided that (i) the Borrower may declare and make cash distributions to its shareholders holders of Equity Interests in the Borrower with respect to any fiscal year to the extent necessary for the Borrower to distribute, and the Borrower may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Borrower to (A) remain in compliance with Section 7.117.12. or and (B) to avoid the imposition of 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 Internal Revenue CodeCode and any 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 that are not Loan Parties of the Borrower may pay make Restricted Payments to (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 other of the Borrower’s Subsidiaries (and in the case of a Subsidiary of the Borrower that is not a Wholly Owned Subsidiary, and (iii) Subsidiaries that are Loan Parties may pay Restricted Payments if required by the organizational documents of such Subsidiary, to the Borrower or any each other Loan Party (provided, however, that a holder of Equity Interests of such Subsidiary owning a Collateral Property may only pay Restricted Payments to another Subsidiary owning a Collateral Propertybased on their relative ownership interests). If an 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), the Borrower shall not, and the Borrower shall not permit any Subsidiary of its Subsidiaries to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments other than to the Borrower or any other Subsidiary, of its Subsidiaries (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-a Subsidiary that is not a Wholly Owned Subsidiaries that are not Loan PartiesSubsidiary, if required by the organizational documents of such Subsidiary, to each other owner of Equity Interests of such other non-Wholly Owned Subsidiary pro rata based on the their relative ownership interests or as otherwise required by the terms of the organizational documents of such other non-Wholly Owned Subsidiaryinterests).

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, The Parent and the Borrower shall not, and shall not permit any of its 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 Payments except that (i) the Borrower may declare and make cash distributions to its shareholders 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 remain in compliance with Section 7.11. or satisfy the requirements for qualification and taxation as a REIT and not be subject to avoid the imposition of income or excise taxes imposed taxation under Sections 857(b)(1), 857(b)(3) ), 860 or 4981 of the Internal Revenue CodeCode 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 that are not Loan Parties may pay Restricted Payments to of the Borrower or any other Subsidiary, and (iii) 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). If an 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), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower or any other owns an Equity Interest in such Subsidiary, (ii) Subsidiaries that are Loan Parties may pay Restricted Payments ratably according to their respective holdings of 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 type of Equity Interests Interest in respect of which such other non-Wholly Owned Subsidiary pro rata based on Restricted Payment is being made. Notwithstanding the relative ownership interests or as otherwise required by foregoing, during the Covenant Relief Period, the terms of the organizational documents of such other non-Wholly Owned Subsidiarythis 10.1.(kl) shall be subject to Section 10.11.(a).

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, exists the Borrower Parent shall not, and shall not permit any of its Subsidiaries to, declare or make any Restricted Payments except Payments; provided that (i) the Borrower SLGOP and Reckson may declare and make cash distributions to its shareholders holders of partnership interests in SLGOP and Reckson, respectively, with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Borrower Parent 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, and (ii) Subsidiaries that are not Loan Parties of a Borrower may pay make Restricted Payments to (A) such Borrower and to other holders of the Borrower or any other Subsidiary, and (iii) Equity Interests in such Subsidiaries that are Loan Parties may pay to the extent necessary to make Restricted Payments to the such Borrower or (B) any other Loan Party (providedof such Borrower’s Subsidiaries, however, that and in the case of a Subsidiary owning of such Borrower that is not a Collateral Property may only pay Restricted Payments Wholly Owned Subsidiary, to another each other holder of Equity Interests of such Subsidiary owning a Collateral Property)based on their relative ownership interests. If an 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), the no Borrower shall, and no Borrower shall not, and shall not permit any Subsidiary their respective Subsidiaries to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments other than to the a Borrower or any other Subsidiary, (ii) of their respective 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-a Subsidiary of such Borrower that is not a Wholly Owned Subsidiaries that are not Loan PartiesSubsidiary (other than SLGOP and Reckson), to each other owner of Equity Interests of such other non-Wholly Owned Subsidiary pro rata based on the their relative ownership interests or as otherwise required by the terms of the organizational documents of such other non-Wholly Owned Subsidiaryinterests.

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, The Parent and the Borrower shall not, and shall not permit any of its 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 Payments except that (i) the Borrower may declare and make cash distributions to its shareholders 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 remain in compliance with Section 7.11. or satisfy the requirements for qualification and taxation as a REIT and not be subject to avoid the imposition of income or excise taxes imposed taxation under Sections 857(b)(1), 857(b)(3) ), 860 or 4981 of the Internal Revenue CodeCode 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 that are not Loan Parties may pay Restricted Payments to of the Borrower or any other Subsidiary, and (iii) 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). If an 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), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower or any other owns an Equity Interest in such Subsidiary, (ii) Subsidiaries that are Loan Parties may pay Restricted Payments ratably according to their respective holdings of 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 type of Equity Interests Interest in respect of which 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 SubsidiaryRestricted Payment is being made.

Dividends and Other Restricted Payments. Subject The Borrower and its Subsidiaries (other than Wholly Owned Subsidiaries) shall not, directly or indirectly declare or make, or incur any liability to make, any Restricted 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 tax pursuant to Section 857(b) or Section 4981 of 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 any 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, but subject to the following sentence, if an a Default or Event of Default exists, the Borrower shall not, and shall not permit any of its Subsidiaries to, may only declare or make any Restricted 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 other Subsidiary, and (iii) 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)8.12. If an Event of Default specified in Section 10.1.(asubsection (a), Section 10.1.(e(e) or (f) of Section 10.1.(f) 11.1 shall existhave occurred and be continuing, 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)accelerated, the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments whatsoever other than to the Borrower or any other 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. Subject to the following sentence, if an Event of Default exists, The Parent and the Borrower shall not, and shall not permit any of its 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 Payments except that (i) the Borrower may declare and make cash distributions to its shareholders 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 remain in compliance with Section 7.11. or satisfy the requirements for qualification and taxation as a REIT and not be subject to avoid the imposition of income or excise taxes imposed taxation under Sections 857(b)(1), 857(b)(3) ), 860 or 4981 of the Internal Revenue CodeCode 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 that are not Loan Parties may pay Restricted Payments to of the Borrower or any other Subsidiary, and (iii) 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). If an 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), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower or any other owns an Equity Interest in such Subsidiary, (ii) Subsidiaries that are Loan Parties may pay Restricted Payments ratably according to their respective holdings of 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 type of Equity Interests Interest in respect of which such other non-Wholly Owned Subsidiary pro rata based on Restricted Payment is being made. Notwithstanding the relative ownership interests or as otherwise required by foregoing, during the Covenant Relief Period, the terms of the organizational documents of such other non-Wholly Owned Subsidiary.this 10.1.(k) shall be subject to Section 10.11.(a). ​

Dividends and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, the Parent and the Borrower shall not, and shall not permit any of its the other Subsidiaries to, declare or make any Restricted Payments Payments, except that (i) notwithstanding the existence of an Event of Default, the Borrower may declare pay cash dividends to the Parent and make 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 distributions dividends to its shareholders in an aggregate amount not to exceed the minimum amount necessary required for the Borrower Parent to remain in compliance with Section 7.11. or maintain its status as a real estate investment trust and to avoid the imposition payment of any income or excise taxes imposed under Sections Section 857(b)(1), 857(b)(3) or 4981 of the Internal Revenue Code, . Subsidiaries (iiother than the Borrower) Subsidiaries that are not Loan Parties may pay make Restricted Payments 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 covenants contained in this Article IX., each of the following transactions, in each case not prohibited by the Loan Documents, that 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 other SubsidiaryPerson or of assets constituting a business unit, and a line of business or division of such Person, (ii) a Property or (iii) Subsidiaries that are Loan Parties may pay Restricted Payments to Equity Interests in a Person that, upon the Borrower or any other Loan Party (providedconsummation thereof, however, that will be a Subsidiary owning a Collateral Property may only pay Restricted Payments to another Subsidiary owning a Collateral Property). If an Event of Default specified in Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or if such Person (including as a result of a merger or consolidation); (b) the occurrence of sale, transfer, license, lease or other disposition (including any other Event of Default sale and leaseback transaction and any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person except that (i) Subsidiaries that are not Loan Parties may pay Restricted Payments to the Borrower sale or any other 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 issuance of Equity Interests in a Subsidiary) of such any property by any Person, including any sale, assignment, transfer or other non-Wholly Owned Subsidiary disposal, with or without recourse, of any notes or accounts receivable or any 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 rata based on the relative ownership interests or as otherwise required forma calculations pursuant to this Section shall be made in good faith by the terms chief executive officer, chief financial officer or vice president-treasurer of the organizational documents of such other non-Wholly Owned SubsidiaryParent. Section 9.2.