Common use of REIT Distributions Clause in Contracts

REIT Distributions. During the term of the Loan, and after the Spinoff Transaction, Borrower and Sponsor shall undertake all reasonable and necessary actions to preserve Sponsor’s status as a REIT. In connection therewith, notwithstanding anything in this Agreement to the contrary, for each taxable year of Sponsor, Borrower and Sponsor shall utilize their respective sources of liquidity in the following order and priority to make any and all Required REIT Distributions and to pay all TRS Taxes and Puerto Rico Taxes: (a) first, to the extent of available funds and otherwise pursuant to the terms of this Agreement, (i) amounts released to Borrower from the Cash Management Account in accordance with the Loan Documents (after payment of Debt Service and other amounts due and owing under the Loan (including deposits into Reserve Accounts) and Operating Expenses) and (ii) Excess Cash Flow (and Excess Cash Flow Funds) shall be used to pay all Required REIT Distributions, TRS Taxes and Puerto Rico Taxes; (b) second, available funds from any Corporate Loan (or any other credit facility available to Sponsor or its Affiliates) shall be used to pay all Required REIT Distributions, TRS Taxes and Puerto Rico Taxes until such funds are fully exhausted; and (c) lastly, available funds from the Required REIT Distributions and Tax Account.

REIT Distributions. During the term of the Loan, and after the Spinoff Transaction, Borrower and Sponsor shall undertake all reasonable and necessary actions to preserve Sponsor’s status as a REIT. In connection therewith, notwithstanding anything in this Agreement to the contrary, for each taxable year of Sponsor, Borrower and Sponsor shall utilize their respective sources of liquidity in the following order and priority to make any and all Required REIT Distributions and to pay all TRS Taxes and Puerto Rico Taxes: (a) first, to the extent of available funds and otherwise pursuant to the terms of this Agreement, (i) amounts released to Borrower from the Cash Management Account in accordance with the Loan Documents (after payment of Debt Service and other amounts due and owing under the Loan (including deposits into Reserve Accounts) and Operating Expenses) and (ii) Excess Cash Flow (and Excess Cash Flow Funds) shall be used to pay all Required REIT Distributions, TRS Taxes and Puerto Rico Taxes; (b) second, available funds from any Corporate Loan (or any other credit facility available to Sponsor or its Affiliates) shall be used to pay all Required REIT Distributions, TRS Taxes and Puerto Rico Taxes until such funds are fully exhausted; and (c) lastly, available funds from the Required REIT Distributions and Tax Account.