Dividends and Related Distributions. The REIT Guarantor, the Affiliate REITs, the Borrower and their respective Subsidiaries will not make any Restricted Payment or agree to become or remain liable to make any Restricted Payment if a Potential Default or Event of Default has occurred and is continuing or would result therefrom; provided that, notwithstanding the foregoing and, subject to the proviso at the end of this sentence, notwithstanding the occurrence or continuance of a Potential Default or Event of Default, the Borrower may satisfy any request or demand to redeem any of its partnership interests by any holder thereof made pursuant to and in accordance with its organizational documents with shares of stock of the REIT Guarantor and pay cash distributions to the REIT Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the REIT Guarantor or any of the Affiliate REITs to distribute, and the REIT Guarantor and the Affiliate REITs may so distribute, cash dividends to their shareholders in an aggregate amount not to exceed the minimum amount required for the REIT Guarantor and/or the Affiliate REITs to maintain their REIT Status and to avoid # the payment of taxes imposed under Code [Section 857(b)(1) and 4981]1] of the Code and analogous provisions of state law, and # to avoid the payment of taxes imposed under Section 857(b)(3) of the Code and analogous provisions of state law; provided that if a Potential Default or Event of Default under [Section 11.1(k)] exists, or if the Obligations have been accelerated, neither the REIT Guarantor, the Affiliate REITs or the Borrower may make any Restricted Payments. Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower and other Subsidiaries at any time.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby except for # dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; # dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; # in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; # the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; # dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and # other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with [Section 7.2.8].

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of Capital Stock (or warrants, options or rights therefor) (collectively, “Restricted Payments”), except # each Subsidiary may make Restricted Payments to other Loan Parties, # the Borrower and its Subsidiaries may declare and make Restricted Payments payable solely in the Capital Stock of such Person, # the Borrower may make other Restricted Payments payable to holders of its Capital Stock so long as, in the case of this clause (iii), (A) no Potential Default or Event of Default has occurred and is continuing or exists after giving effect thereto, # the Loan Parties shall be in pro forma compliance with the covenants contained in [Section 8.2.14] [Maximum Leverage Ratio] and [Section 8.2.15] [Minimum Interest Coverage Ratio] after giving pro forma effect to such Restricted Payments (including any Indebtedness incurred in connection therewith), in each case, calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder pursuant to Section 8.3.1 [Quarterly Financial Statements] or 8.3.2 [Annual Financial Statements], and # in the event such Restricted Payments are # more than five percent (5%) greater than the amount of the dividends or distributions made in the prior fiscal year or, # in any fiscal year more than $30,000,000, the Borrower shall demonstrate to the Administrative Agent’s satisfaction of the condition set forth in [clause (B) above] by completing and delivering at least five (5) Business Days prior to such Restricted Payments, a certificate in form and substance satisfactory to the Administrative Agent, such compliance) and # the Borrower and its Subsidiaries may pay dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of Capital Stock (or warrants, options or rights therefor), except # dividends or other distributions payable to another Loan Party; # the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; # Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof and may make payments in cash for any fractional units upon such conversion or in connection with the exercise or conversion of warrants or other securities; # Borrower may repurchase its Capital Stock or common Equity Interests up to the lesser amount of # $5,000,000 and # 50% of Liquidity per Section 8.2.15, provided # such action is approved by the board or directors of the Borrower and, # giving pro forma effect to such repurchase, Borrower remains in compliance with [Sections 8.2.14 through 8.2.16], and # the Borrower may make additional repurchases otherwise permitted in [clause (iv) above] in excess of $5,000,000 and any other distributions up to the Available Basket Amount (after giving effect to any prior repurchases in reliance on this clause (v) which shall be applied to reduce the Available Basket Amount) provided # such action is approved by the board or directors of the Borrower and, # giving pro forma effect to such repurchase, Borrower remains in compliance with [Sections 8.2.14 through 8.2.16].

Dividends and Distributions. Dividends and other distributions by the Company with respect to Shares held by the Agent under the Plan shall be allocated or otherwise dealt with by the Agent as follows:

The Borrowers shall not, and shall not permit any of their Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of Capital Stock or partnership or limited liability company interest or on account of the purchase, redemption, retirement or acquisition of its shares of Capital Stock (or warrants, options or rights therefor) or partnership or limited liability company interests, except:

Issuances, Distributions, and Dividends and Distributions. If the Company # announces any issuance of any rights, options or warrants that would require an adjustment in the Conversion Rate pursuant to [Section 4.4(b)] hereof; # authorizes any distribution that would require an adjustment in the Conversion Rate pursuant to [Section 4.4(c)] hereof (including any separation of rights from the Common Stock described in [Section 4.4(g)] hereof); or # announces any dividend or distribution that would require an adjustment in the Conversion Rate pursuant to [Section 4.4(d)] hereof, then the Company shall deliver to the Purchasers, as promptly as practicable after the holders of the Common Stock are notified of such event, notice describing such issuance, dividend or distribution, as the case may be, and stating the expected Ex-Dividend Date and record date for such issuance, dividend or distribution, as the case may be. In addition, the Company shall deliver to the Purchasers written notice if the consideration included in such issuance, dividend or distribution, or the Ex-Dividend Date or record date of such issuance, dividend or distribution, as the case may be, changes.

Until the occurrence of an Event of Default which is continuing, the Pledgor shall be entitled to receive and deal with any cash dividends or other amounts at any time paid in respect of the Pledged Shares free and clear of any Lien in favour of the Agent, and the Agent shall immediately deliver to the Pledgor any cash dividends or such other amounts received by the Agent prior to the occurrence of an Event of Default.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of Capital Stock (or warrants, options or rights therefor), except dividends or other distributions payable to holders of its Capital Stock so long as, in each case, # no Potential Default or Event of Default has occurred and is continuing or exists after giving effect thereto, and # in the event such dividends or other distributions are # more than five percent (5%) greater than the amount of the dividends or distributions made in the prior fiscal year or, # in any fiscal year more than $30,000,000, the Loan Parties demonstrate, to the Administrative Agent’s reasonable satisfaction, that they are in pro forma compliance with the covenants set forth in Article 8 [Covenants] herein.

Declare, pay or make any dividend or distribution or payment with respect to: