Common use of Covenants of DevCo Clause in Contracts

Covenants of DevCo. (i) DevCo and DevCo OP shall use their commercially reasonable efforts to cooperate with SpinCo and each SpinCo REIT Subsidiary, as necessary, to enable SpinCo and each SpinCo REIT Subsidiary to each qualify for taxation as a REIT and receive a customary legal opinion on the Distribution Date concerning SpinCo’s qualification and taxation as a REIT, including by providing information and representations to SpinCo or any of the SpinCo REIT Subsidiaries and their respective tax counsel with respect to the composition of DevCo’s income and assets, composition of the holders of stock of DevCo and DevCo’s organization, operation, and qualification as a REIT. (ii) DevCo and DevCo OP shall use reasonable best efforts to maintain DevCo’s REIT status for each of its taxable years ending on or before December 31, 2021, unless DevCo obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS, on which SpinCo and the SpinCo REIT Subsidiaries can rely, substantially to the effect that DevCo’s failure to maintain its REIT status will not prevent SpinCo or any SpinCo REIT Subsidiary from making a valid REIT election for any taxable year, or otherwise cause SpinCo or any SpinCo REIT Subsidiary to fail to qualify for taxation as a REIT for any taxable year, pursuant to Section 856(g)(3) of the Code. (iii) DevCo shall not liquidate, merge, combine or otherwise restructure or elect to be treated as other than a corporation for U.S. federal income tax purposes, without SpinCo’s consent, prior to the second (2nd) anniversary of the Distribution Date; provided, however, that DevCo may, at any point after December 31, 2020, combine or merge with or into any Person that (immediately before such merger or combination) is not a member of the DevCo Group.

Covenants of DevCo. (i) DevCo and DevCo OP shall use their commercially reasonable efforts to cooperate with SpinCo and each SpinCo REIT Subsidiary, as necessary, to enable SpinCo and each SpinCo REIT Subsidiary to each qualify for taxation as a REIT and receive a customary legal opinion opinions on or after the Distribution Date concerning SpinCo’s qualification and taxation as a REIT, including by providing information and representations to SpinCo or any of the SpinCo REIT Subsidiaries and their respective tax counsel with respect to the composition of DevCo’s income and assets, composition of the holders of stock of DevCo and DevCo’s organization, operation, and qualification as a REIT. (ii) DevCo and DevCo OP shall use reasonable best efforts to maintain DevCo’s REIT status for each of its taxable years ending on or before December 31, 2021, unless DevCo obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS, on which SpinCo and the SpinCo REIT Subsidiaries can rely, substantially to the effect that DevCo’s failure to maintain its REIT status will not prevent SpinCo or any SpinCo REIT Subsidiary from making a valid REIT election for any taxable year, or otherwise cause SpinCo or any SpinCo REIT Subsidiary to fail to qualify for taxation as a REIT for any taxable year, pursuant to Section 856(g)(3) of the Code. (iii) DevCo shall not liquidate, merge, combine or otherwise restructure or elect to be treated as other than a corporation for U.S. federal income tax purposes, without SpinCo’s consent, prior to the second (2nd) anniversary of the Distribution Date; provided, however, that DevCo may, at any point after December 31, 2020, combine or merge with or into any Person that (immediately before such merger or combination) is not a member of the DevCo Group.