Common use of REIT Compliance Clause in Contracts

REIT Compliance. The Company shall not take or fail to take any action (or cause any Venture Vehicle to take or fail to take any action) that would adversely affect the ability of PB REIT to qualify or continue to qualify as a REIT, or subject PB REIT to any additional taxes under Section 857 of the Code or Section 4981 of the Code (collectively the “REIT Regulations”). If the Company or any Venture Vehicle is required to take or fail to take any action that would adversely affect the ability of PB REIT to qualify as a REIT or would subject PB REIT to any additional taxes under the REIT Regulations, the Members, upon receipt of notice thereof, will take all actions necessary, or cause the Company and each Venture Vehicle to take such actions, to avoid such adverse consequences but at no or nominal cost to the Xxxxxxx Member. The Members agree that in the event that PB Member or PB REIT shall propose to take any action (or cause the Company or any Venture Vehicle to take any action) to ensure the continued qualification of PB REIT as a REIT or to avoid the imposition of additional taxes under the REIT Regulations, the Members shall cooperate in good faith but at no or nominal cost to Xxxxxxx Member to determine and implement a course of action which shall, to the extent reasonably possible, preserve PB REIT’s REIT status, avoid the imposition of additional taxes, and avoid such adverse effects. If any revisions, modifications, amendments, alterations, supplements or restructurings are required to be made to this Agreement, the Operating Lessee Agreement, any Hotel Operating Lease, any related agreement or the Company’s, the Operating Lessee’s or any Hotel Lessee’s ownership structure generally in order to preserve PB REIT’s status or otherwise avoid the imposition of additional taxes under any applicable REIT Regulations or other adverse consequences, the PB Member shall bear the entire out-of-pocket cost thereof (without the same constituting a Capital Contribution by the PB Member).

REIT Compliance. The Company shall At any time and from time to time, Sunrise will cooperate with Ventas to effectuate structural changes in the arrangements between Sunrise and Ventas that address Ventas’ U.S. REIT tax concerns, provided that Sunrise will not take or fail be required to take any action under this paragraph if such action (A) would have an adverse impact on the aggregate amount of, or the manner in which Sunrise would be required to account for, Sunrise’s Management Fees (as defined in the Management Agreement) or distributions from the JVs unless Ventas agrees to bear the cost of such impact, or (B) would cause any Venture Vehicle Sunrise (acting reasonably) to take have to change their accounting policies with respect to the JVs in a manner that is detrimental to Sunrise (unless Ventas agrees to bear the cost of such adverse change) or fail to take any actionhave to consolidate the JVs’ financial statements with Surnrise’s consolidated financial statements. For example, if requested by Ventas, Sunrise will cooperate with Ventas to modify the Existing Agreements in order for Ventas to comply with the requirements of the IRS Tax Code of 1986, as amended (the “Code”) that would adversely affect applicable to a REIT and a taxable REIT subsidiary, as applicable, including without limitation to accommodate (x) Ventas leasing one or more of the ability of PB properties acquired from the REIT to qualify a third party lessee (reasonably acceptable to Sunrise in terms of its ability to obtain any required regulatory license) who would be the counterparty to the existing management agreements (as modified hereby) with Sunrise and (y) Ventas subsequently unwinding such third party leases and directly or continue indirectly entering into the management agreements with Sunrise on the same terms as the existing management agreements (as modified hereby). In the case of (x) above, Ventas or an appropriate subsidiary would also agree to replace any lessee whose conduct would permit Sunrise to terminate the management agreement for the leased facility or whose tenancy is otherwise terminated by lessee or Ventas, so that the manager’s rights under the management agreement would be unaffected by the existence of the lease structure. Also in the case of (x) above, Ventas or an appropriate subsidiary would guarantee the obligations of the lessee under the management agreement to the maximum extent consistent with Ventas’ REIT status in Ventas’s reasonable opinion. Furthermore, Ventas agrees to make Sunrise whole for (i) any third party costs incurred by Sunrise or the facilities, and (ii) any one time or recurring charges assessed against Sunrise, the JVs or the facilities (e.g., real property transfer tax), in either case in connection with the implementation or unwinding of any structural changes made to accommodate Ventas’s US REIT tax concerns. Without limiting the generality of the foregoing, (A) Sunrise will advise Ventas as promptly as practicable (but in any event prior to doing so) if Sunrise enters into an agreement to acquire or be acquired or is acquired (in each case by any form of Transfer, as defined in the JV Agreements) by any tenant of Ventas named in Annex B hereto (as Annex B may be supplemented by Ventas from time to time by written notice to Sunrise); (B) Sunrise will reasonably cooperate and provide Ventas such other information with regard to Sunrise-managed properties owned in whole or in part by Ventas or related matters as Ventas may reasonably request from time to time in connection with the verification or protection of its REIT qualification; (C) Sunrise will use its reasonable best efforts to qualify and maintain qualification as a REITan “eligible independent contractor” for REIT purposes, and (D) if requested by Ventas, Sunrise will cooperate reasonably with Ventas and will exercise reasonable efforts to try to find solutions or subject PB REIT “workarounds” to any additional taxes under Section 857 issues that any of the Code or Section 4981 of the Code (collectively the “REIT Regulations”). If the Company foregoing matters disclosed to Ventas or any Venture Vehicle is required to take or fail to take any action that would adversely affect the ability other matters might create in respect of PB Ventas’ REIT to qualify as a REIT or would subject PB REIT to any additional taxes under the REIT Regulations, the Members, upon receipt of notice thereof, will take all actions necessary, or cause the Company and each Venture Vehicle to take such actions, to avoid such adverse consequences but at no or nominal cost to the Xxxxxxx Member. The Members agree that in the event that PB Member or PB REIT shall propose to take any action (or cause the Company or any Venture Vehicle to take any action) to ensure the continued qualification of PB REIT as a REIT or to avoid the imposition of additional taxes under the REIT Regulations, the Members shall cooperate in good faith but at no or nominal cost to Xxxxxxx Member to determine and implement a course of action which shall, to the extent reasonably possible, preserve PB REIT’s REIT status, avoid the imposition of additional taxes, and avoid such adverse effects. If any revisions, modifications, amendments, alterations, supplements or restructurings are required to be made to this Agreement, the Operating Lessee Agreement, any Hotel Operating Lease, any related agreement or the Company’s, the Operating Lessee’s or any Hotel Lessee’s ownership structure generally in order to preserve PB REIT’s status or otherwise avoid the imposition of additional taxes under any applicable REIT Regulations or other adverse consequences, the PB Member shall bear the entire out-of-pocket cost thereof (without the same constituting a Capital Contribution by the PB Member)qualification.

REIT Compliance. The Company Notwithstanding anything contained herein to the contrary, so long as any holder of a direct or indirect equity interest in the American Member that has elected to be a real estate investment trust for federal income tax purposes (herein referred to as a “American Member REIT”) holds a direct or indirect interest in the Company, unless waived in writing by the American Member REIT, or a particular action is consented to in writing by the American Member, the parties hereto and their respective successors and assigns shall not take or fail to take any action (or cause any Venture Vehicle to take or fail to take any action) conduct their operations in a manner that would adversely affect shall permit the ability of PB American Member REIT to qualify or continue to qualify as a REITreal estate investment trust under Code sections 856 through and including 860, as amended, and under other applicable provisions of the Code and the Treasury Regulations thereunder. If the Company (or any Subsidiary) is required pursuant to the terms of this Agreement to take any action that would adversely affect the ability of the American Member REIT to qualify or continue to qualify as a real estate investment trust, or subject PB the American Member REIT to any additional taxes under Section 857 of the Code sections 856 through 860, or Section section 4981 of the Code (collectively the “REIT Regulations”). If , then the Members, upon receipt of written notice thereof, will cooperate in good faith to take such action or cause the Company or any Venture Vehicle is required to take or fail such action, to avoid such adverse consequences. The Manager shall have the right to propose taking any action (and to cause any Subsidiary to take any action) or to refrain from taking any action (and to cause any Subsidiary to refrain from taking any action) to ensure that American Member REIT would adversely affect the ability of PB REIT to so qualify as a REIT or and would not be subject PB REIT to any additional taxes under the REIT Regulations, so long as any such proposed action is the Members, upon receipt of notice thereof, will take all actions necessary, or cause minimum that would be hypothetically necessary in order for the Company and each Venture Vehicle to take such actions, qualify as a real estate investment trust or in order for the Company to avoid being subject to any taxes under the REIT Regulations, for this purpose taking into account only the actions of the Company (or any Subsidiary) and only taking into account taxable items of Company income, gain, deduction and loss in making such adverse consequences but at no or nominal cost to the Xxxxxxx Memberdetermination. The Members agree that in the event that PB Member or PB REIT the Manager shall propose to take any action (or cause the Company or any Venture Vehicle Subsidiary to take any action) to ensure the continued qualification of PB American Member REIT would so qualify as a REIT or to avoid the imposition of additional taxes under the REIT RegulationsRegulations as described above, the Members shall cooperate in good faith but at no or nominal cost to Xxxxxxx Member to determine and implement a course of action which shallwould, to the extent reasonably possible, preserve PB REIT’s REIT status, avoid the imposition of additional taxes, and avoid such adverse effects. If consequences; provided that (i) any revisions, modifications, amendments, alterations, supplements or restructurings are required to be made to this Agreement, such changes shall not have a material adverse effect on the Operating Lessee Agreement, any Hotel Operating Lease, any related agreement or APFC Member (as reasonably determined by the Company’s, APFC Member) and (ii) the Operating Lessee’s or any Hotel Lessee’s ownership structure generally in order to preserve PB REIT’s status or otherwise avoid the imposition of additional taxes under any applicable REIT Regulations or other adverse consequences, the PB American Member shall bear one hundred percent (100%) of (A) the entire out-of-pocket cost thereof (without including legal fees for both Members) in connection with the negotiation and documentation of any such amendments or modifications and (B) any other costs or expenses incurred by the APFC Member by virtue of the implementation of this Section 7.20. The American Member acknowledges that it is the sole responsibility of the American Member (and not the responsibility of the APFC Member) to review this Agreement and the Annual Business Plan and Budget and determine that each of the same constituting a Capital Contribution by satisfies the PB American Member)’s potential REIT concerns.

REIT Compliance. The Company shall not take or fail to take any action (or cause any Venture Vehicle to take or fail to take any action) that would adversely affect the ability of PB Hersha REIT to qualify or continue to qualify as a REIT, or subject PB Hersha REIT to any additional taxes under Section 857 of the Code or Section 4981 of the Code or the regulations promulgated thereunder (collectively collectively, the “REIT Regulations”). If the Company or any Venture Vehicle is required to take or fail to take any action that would adversely affect the ability of PB Hersha REIT to qualify as a REIT or would subject PB Hersha REIT to any additional taxes under the REIT Regulations, the Members, upon receipt of notice thereof, will take all actions necessary, or cause the Company and each Venture Vehicle to take such actions, to avoid such adverse consequences but at no or nominal cost to the Xxxxxxx Cindat Member. The Members agree that in the event that PB Hersha Member or PB Hersha REIT shall propose to take any action (or cause the Company or any Venture Vehicle to take any action) to ensure the continued qualification of PB Hersha REIT as a REIT or to avoid the imposition of additional taxes under the REIT Regulations, the Members shall cooperate in good faith but at no or nominal cost to Xxxxxxx Cindat Member to determine and implement a course of action which shall, to the extent reasonably 52 possible, preserve PB Hersha REIT’s REIT status, avoid the imposition of additional taxes, and avoid such adverse effects. If any revisions, modifications, amendments, alterations, supplements or restructurings are required to be made to this Agreement, the Lessee JV Operating Lessee Agreement, any Hotel Operating Lease, any related agreement or the Company’s, the Operating LesseeLessee JV’s or any Hotel Lessee’s ownership structure generally in order to preserve PB Hersha REIT’s status or otherwise avoid the imposition of additional taxes under any applicable REIT Regulations or other adverse consequences, the PB Hersha Member shall bear the entire out-of-pocket cost thereof (without the same constituting a Capital Contribution by the PB Hersha Member).

REIT Compliance. The Company shall not take or fail to take any action (or cause any Venture Vehicle to take or fail to take any action) that would adversely affect the ability of PB REIT to qualify or continue to qualify as a REIT, or subject PB REIT to any additional taxes under Section 857 of the Code or Section 4981 of the Code (collectively the “REIT Regulations”). If the Company or any Venture Vehicle is required to take or fail to take any action that would adversely affect the ability of PB REIT to qualify as a REIT or would subject PB REIT to any additional taxes under the REIT Regulations, the Members, upon receipt of notice thereof, will take all actions necessary, or cause the Company and each Venture Vehicle to take such actions, to avoid such adverse consequences but at no or nominal cost to the Xxxxxxx Member. The Members agree that in the event that PB Member or PB REIT shall propose to take any action (or cause the Company or any Venture Vehicle to take any action) to ensure the continued qualification of PB REIT as a REIT or to avoid the imposition of additional taxes under the REIT Regulations, the Members shall cooperate in good faith but at no or nominal cost to Xxxxxxx Member to determine and implement a course of action which shall, to the extent reasonably possible, preserve PB REIT’s REIT status, avoid the imposition of additional taxes, and avoid such adverse effects. If any revisions, modifications, amendments, alterations, supplements or restructurings are required to be made to this Agreement, the Operating Lessee Agreement, any Hotel Operating Lease, any related agreement or the Company’s, the Operating Lessee’s or any Hotel Lessee’s ownership structure generally in order to preserve PB REIT’s status or otherwise avoid the imposition of additional taxes under any applicable REIT Regulations or other adverse consequences, the PB Member shall bear the entire out-of-pocket cost thereof (without the same constituting a Capital Contribution by the PB Member).

REIT Compliance. The Company shall not take or fail to take any action (or cause any Venture Vehicle to take or fail to take any action) that would adversely affect the ability of PB REIT to qualify or continue to qualify as a REIT, or subject PB REIT to any additional taxes under Section 857 of the Code or Section 4981 of the Code (collectively the “REIT Regulations”). If the Company or any Venture Vehicle is required to take or fail to take any action that would adversely affect the ability of PB REIT to qualify as a REIT or would subject PB REIT to any additional taxes under the REIT Regulations, the Members, upon receipt of notice thereof, will take all actions necessary, or cause the Company and each Venture Vehicle to take such actions, to avoid such adverse consequences but at no or nominal cost to the Xxxxxxx Member. The Members agree that in the event that PB Member or PB REIT shall propose to take any action (or cause the Company or any Venture Vehicle to take any action) to ensure the continued qualification of PB REIT as a REIT or to avoid the imposition of additional taxes under the REIT Regulations, the Members shall cooperate in good faith but at no or nominal cost to Xxxxxxx Member to determine and implement a course of action which shall, to the extent reasonably possible, preserve PB REIT’s REIT status, avoid the imposition of additional taxes, and avoid such adverse effects. If any revisions, modifications, amendments, alterations, supplements or restructurings are required to be made to this Agreement, the Operating Lessee Fee Owner Agreement, any Hotel Operating Lease, any related agreement or the Company’s, the Operating LesseeFee Owner’s or any Hotel LesseeVenture Vehicle’s ownership structure generally in order to preserve PB REIT’s status or otherwise avoid the imposition of additional taxes under any applicable REIT Regulations or other adverse consequences, the PB Member shall bear the entire out-of-pocket cost thereof (without the same constituting a Capital Contribution by the PB Member).

REIT Compliance. The Each Member acknowledges that it has been advised that Equity Residential (in the case of ERP Member) and AVB (in the case of AVB Member) are REITs. Each Member agrees that the other Member shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to maintaining the status of such Parents as REITs. Without limiting the foregoing and notwithstanding anything herein to the contrary, each Member acknowledges and agrees that the Company and its Subsidiaries and Affiliates shall not take or fail to take any action (or cause any Venture Vehicle to take or fail to take any action) be operated in such a manner so that would adversely affect the ability Parent of PB a Member qualifying as a REIT to qualify or can continue to so qualify as a REIT, or subject PB REIT to any additional taxes under Section 857 (applied assuming for this purpose that the Parent of such Member has invested substantially all of its assets in the Code or Section 4981 of the Code (collectively the “REIT Regulations”Company and derives no income from other sources). If In addition, ERP Member agrees that Equity Residential will, and AVB Member agrees that AVB will, in each case, conduct their operations in such a manner so that (i) the Company or any Venture Vehicle is required to take or fail to take any action that would adversely affect the ability Company’s ownership of PB REIT ERP Units will not prevent AVB from continuing to qualify as a REIT or would subject PB REIT and (ii) the Company’s ownership of AVB Units will not prevent Equity Residential from continuing to any additional taxes under the REIT Regulations, the Members, upon receipt of notice thereof, will take all actions necessary, or cause the Company and each Venture Vehicle to take such actions, to avoid such adverse consequences but at no or nominal cost to the Xxxxxxx Member. The Members agree that in the event that PB Member or PB REIT shall propose to take any action (or cause the Company or any Venture Vehicle to take any action) to ensure the continued qualification of PB REIT qualify as a REIT (including, without limitation, providing reasonable opportunity to Equity Residential or AVB, as the case may be, to avoid make a timely TRS election with respect to the imposition other REIT’s TRSs). In furtherance of additional taxes under the REIT Regulationsforegoing and notwithstanding anything herein to the contrary, the Members ERP Member and AVB shall cooperate in good faith but at no each have the authority to cause Archstone pursuant to Section E(vii) of Exhibit F to Annex A of the Declaration of Trust of Archstone, dated March 10, 2009, or nominal cost to Xxxxxxx Member to determine and implement a course any similar provision of action which shallany succeeding governing documents, to exercise its rights with respect to the extent reasonably possible, preserve PB REIT’s REIT status, avoid Series O units of Archstone if such Member believes there is a significant risk that Archstone will be treated as a “publicly traded partnership,” within the imposition meaning of additional taxes, and avoid such adverse effects. If any revisions, modifications, amendments, alterations, supplements or restructurings are required to be made to this Agreement, Section 7704 of the Operating Lessee Agreement, any Hotel Operating Lease, any related agreement or the Company’s, the Operating Lessee’s or any Hotel Lessee’s ownership structure generally in order to preserve PB REIT’s status or otherwise avoid the imposition of additional taxes under any applicable REIT Regulations or other adverse consequences, the PB Member shall bear the entire out-of-pocket cost thereof (without the same constituting a Capital Contribution by the PB Member)Code.

REIT Compliance. The Company shall not take or fail to take any action (or cause any Venture Vehicle to take or fail to take any action) that would adversely affect the ability of PB Hersha REIT to qualify or continue to qualify as a REIT, or subject PB Hersha REIT to any additional taxes under Section 857 of the Code or Section 4981 of the Code or the regulations promulgated thereunder (collectively collectively, the “REIT Regulations”). If the Company or any Venture Vehicle is required to take or fail to take any action that would adversely affect the ability of PB Hersha REIT to qualify as a REIT or would subject PB Hersha REIT to any additional taxes under the REIT Regulations, the Members, upon receipt of notice thereof, will take all actions necessary, or cause the Company and each Venture Vehicle to take such actions, to avoid such adverse consequences but at no or nominal cost to the Xxxxxxx Cindat Member. The Members agree that in the event that PB Hersha Member or PB Hersha REIT shall propose to take any action (or cause the Company or any Venture Vehicle to take any action) to ensure the continued qualification of PB Hersha REIT as a REIT or to avoid the imposition of additional taxes under the REIT Regulations, the Members shall cooperate in good faith but at no or nominal cost to Xxxxxxx Cindat Member to determine and implement a course of action which shall, to the extent reasonably possible, preserve PB Hersha REIT’s REIT status, avoid the imposition of additional taxes, and avoid such adverse effects. If any revisions, modifications, amendments, alterations, supplements or restructurings are required to be made to this Agreement, the Owner JV Operating Lessee Agreement, any Hotel Operating Lease, any related agreement or the Company’s, the Operating LesseeOwner JV’s or any Hotel Lessee’s ownership structure generally in order to preserve PB Hersha REIT’s status or otherwise avoid the imposition of additional taxes under any applicable REIT Regulations or other adverse consequences, the PB Hersha Member shall bear the entire out-of-pocket cost thereof (without the same constituting a Capital Contribution by the PB Hersha Member).