Common use of Protection of REIT Status Clause in Contracts

Protection of REIT Status. Manager acknowledges that CNL Healthcare Properties, Inc., a Maryland corporation (“CNL REIT”) and an indirect owner of Owner, has elected to be treated as a real estate investment trust (a “REIT”) within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and Manager agrees that without the prior written consent of Owner (which may be given or withheld in Owner’s sole discretion), it will not (a) accept, or cause or allow to be earned, any rents or license fees or other amounts to be paid by a tenant or occupant at the Property that would be based, in whole or in part, on the income or profits derived by the business activities of such tenant or occupant, (b) furnish or render any services to a tenant or occupant at the Property other than services customarily furnished or rendered in connection with the rental of real property of a similar class in the geographic market in which the Property is located, or (c) accept, or cause or allow to be earned, any payments or other amounts which would fail to qualify as “rents from real property” as described in Section 856(d) of the Code. Accordingly, Manager shall not provide any services giving rise to such non qualifying income and shall not provide or allow to be provided by others any new services related to the Property without the prior written consent of Owner, which consent may be withheld in Owner’s sole discretion. In the event Owner consents to the provision of any non-customary services by Manager to any tenant or licensee of the Property, such services shall be provided by Manager at competitive rates and for its own account and neither Owner nor CNL REIT, directly or indirectly, shall participate in the collection of or share in the revenues or profits derived from such services. Without limiting the generality of the foregoing, with respect to any of the services to be rendered by Manager for the Property, Manager agrees that it will not enter into any subcontract with or otherwise engage the services of any Person from whom Owner or CNL REIT, directly or indirectly, derives any revenue (including, for example, from a tenant of the Property), without the prior written consent of Owner. Manager further represents and warrants that neither Owner nor CNL REIT, directly or indirectly, derives any revenue from Manager, except for rent paid by Manager to occupy Management Space to manage the Property, which space shall be used solely for the management of the Property. Owner shall reimburse Manager for all reasonable out-of-pocket legal fees incurred by Manager in complying with the terms of this Section.

Protection of REIT Status. Manager acknowledges that CNL Healthcare Properties, Inc., a Maryland corporation (“CNL REIT”) and an indirect owner of Owner, has elected to be treated as a real estate investment trust (a “REIT”) within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and Manager agrees that without the prior written consent of Owner (which may be given or withheld in Owner’s sole discretion), it will not (a) accept, or cause or allow to be earned, any rents or license fees or other amounts to be paid by a tenant or occupant at the Property that would be based, in whole or in part, on the income or profits derived by the business activities of such tenant or occupant, (b) furnish or render any services to a tenant or occupant at the Property other than services customarily furnished or rendered in connection with the rental of real property of a similar class in the geographic market in which the Property is located, (c) lease or license space to any person in which Owner or CNL REIT owns a ten percent (10%) or greater interest, directly or indirectly (by applying the constructive ownership rules set forth in Section 856(d)(5) of the Code), or (cd) accept, or cause or allow to be earned, any payments or other amounts which would fail to qualify as “rents from real property” as described in Section 856(d) of the Code. Accordingly, Manager shall not provide any services giving rise to such non qualifying income and shall not provide or allow to be provided by others any new services related to the Property without the prior written consent of Owner, which consent may be withheld in Owner’s sole discretion. In the event Owner consents to the provision of any non-customary services by Manager to any tenant or licensee of the Property, such services shall be provided by Manager at competitive rates and for its own account and neither Owner nor CNL REIT, directly or indirectly, shall participate in the collection of or share in the revenues or profits derived from such services. Without limiting the generality of the foregoing, with respect to any of the services to be rendered by Manager for the Property, Manager agrees that it will not enter into any subcontract with or otherwise engage the services of any Person person from whom Owner or CNL REIT, directly or indirectly, derives any revenue (including, for example, from a tenant of the Property), without the prior written consent of Owner. Manager further represents and warrants that neither Owner nor CNL REIT, directly or indirectly, derives any revenue from Manager, except for rent paid by Manager to occupy Management Space to manage the Property, which space shall be used solely for the management of the Property. Owner shall reimburse Manager for all reasonable out-of-pocket legal fees incurred by Manager in complying with the terms of this Section.

Protection of REIT Status. Property Manager acknowledges that CNL Healthcare PropertiesDigital Realty Trust, Inc., a Maryland corporation (“CNL REITDRT”) and an indirect owner of Owner, has elected intends to elect to be treated as a real estate investment trust (a “REIT”) within the meaning of as defined in Sections 856 through 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), and Property Manager agrees that without the prior written consent of Owner (which may be given or withheld in Owner’s sole discretion), it will not (a) accept, or cause or allow to be earned, any rents or license fees or other amounts to be paid by a tenant or occupant at the Property that would be based, in whole or in part, on the income or profits derived by the business activities of such tenant or occupant, (b) furnish or render any services to a tenant or occupant at the Property other than services customarily furnished or rendered in connection with the rental of real property of a similar class in the geographic market in which the Property is located, (c) lease or license space to any person in which Owner or DRT owns a ten percent (10%) or greater interest, directly or indirectly (by applying the constructive ownership rules set forth in Section 856(d)(5) of the Code, or (cd) accept, or cause or allow to be earned, any payments or other amounts which would fail to qualify as “rents from real property” as described in Section 856(d) of the Code, in each case to the extent Property Manager is aware of such nonqualifying income or payment or advised of the same. Accordingly, Property Manager shall not provide any services giving rise to such non qualifying nonqualifying income and shall not provide or allow to be provided by others any new services related to the Property without the prior written consent of Owner, which consent may be withheld in Owner’s sole discretion. In the event Owner consents to the provision of any such non-customary services by Property Manager to any tenant or licensee of the Property, such services shall be provided by Property Manager at competitive rates and for its own account and neither Owner nor CNL REITDRT, directly or indirectly, shall participate in the collection of or share in the revenues or profits derived from such services. Without limiting the generality of the foregoing, with respect to any of the services to be rendered by Property Manager for the Property, Property Manager agrees that it will not enter into any subcontract with or otherwise engage the services of any Person person from whom Owner or CNL REITDRT, directly or indirectly, derives any revenue (including, for example, from a tenant of the Property), without the prior written consent of Owner. Property Manager further represents and warrants that neither Owner nor CNL REITDRT, directly or indirectly, derives any revenue from Property Manager, except for rent paid by Manager to occupy Management Space to manage the Property, which space shall be used solely for the management of the Property. Owner shall reimburse Manager for all reasonable out-of-pocket legal fees incurred by Manager in complying with the terms of this Section.

Protection of REIT Status. Manager Management Company acknowledges that CNL Healthcare PropertiesREIT, Inc., a Maryland corporation (“CNL REIT”) and an indirect owner of OwnerTenant, has elected to be treated as a real estate investment trust (a “REIT”) within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and Manager Management Company agrees that without the prior written consent of Owner Tenant (which may be given or withheld in OwnerTenant’s sole discretion), it will not (ai) accept, or cause or allow to be earned, any rents or license fees or other amounts to be paid by a tenant or occupant at the Property Community that would be based, in whole or in part, on the income or profits derived by the business activities of such tenant or occupant, (bii) furnish or render any services to a tenant or occupant at the Property Community other than services customarily furnished or rendered in connection with the rental of real property of a similar class in the geographic market in which the Property Community is located, (iii) lease or license space to any person in which Tenant or CNL REIT owns a ten percent (10%) or greater interest, directly or indirectly (by applying the constructive ownership rules set forth in Section 856(d)(5) of the Code), or (civ) accept, or cause or allow to be earned, any payments or other amounts which would fail to qualify as “rents from real property” as described in Section 856(d) of the Code. Accordingly, Manager Management Company shall not provide any services giving rise to such non non-qualifying income and shall not provide or allow to be provided by others any new services related to the Property Community without the prior written consent of OwnerTenant, which consent may be withheld in OwnerTenant’s sole discretion. In the event Owner Tenant consents to the provision provisions of any non-customary services by Manager Management Company to any tenant or licensee of the PropertyCommunity, such services shall be provided by Manager Management Company at competitive rates and for its own account and neither Owner Tenant nor CNL REIT, directly or indirectly, shall participate in the collection of or share in the revenues or profits derived from such services. Without limiting the generality of the foregoing, with respect to any of the services to be rendered by Manager Management Company for the PropertyCommunity, Manager Management Company agrees that it will not enter into any subcontract with or otherwise engage the services of any Person person from whom Owner Tenant or CNL REIT, directly or indirectly, derives any revenue (including, for example, from a tenant of the PropertyCommunity), without the prior written consent of OwnerTenant. Manager Management Company further represents and warrants that neither Owner Management Company nor any Affiliate or Subsidiary of Management Company is currently or will become a tenant of CNL REIT, directly REIT or indirectly, derives any revenue from Manager, except for rent paid by Manager to occupy Management Space to manage the Property, which space shall be used solely for the management of the Property. Owner shall reimburse Manager for all reasonable out-of-pocket legal fees incurred by Manager in complying with the terms of this Sectionits Affiliates or Subsidiaries.