REIT Covenants. Borrower shall cause REIT to comply with the following covenants: (a) REIT will have as its sole business purpose owning ownership interests of Borrower, performing duties as the general partner of Borrower, and making equity investments in such operating partnership and doing and performing any and all acts and things in service of the foregoing (including, for the avoidance of doubt, owning ownership interests in CoreSite, L.L.C.), and shall not engage in any business or activities other than those described in this §7.22(a); (b) REIT shall promptly contribute or otherwise downstream to Borrower any net assets received by REIT from third parties (including, without limitation, the proceeds from any Equity Offering); (c) REIT will not make or permit to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in Borrower, or any dilution of its interest in Borrower; provided, however, that the interests of REIT in Borrower may be diluted as a direct result of the acquisition by Borrower or its Subsidiaries of additional Real Estate, either by acquiring title to such Real Estate directly in the name of Borrower or any such Subsidiary or by acquiring direct or indirect ownership interests in a partnership, corporation or limited liability company that owns directly such Real Estate (subject in all respects to compliance by Borrower and its Subsidiaries with the terms of this Agreement), the sales price of which is paid in whole or in part by the issuance of additional interests in Borrower so long as REIT at all times complies with § 7.18 hereof; and provided, further, that this paragraph shall not apply to any Employee Benefit Plan of REIT or any unit redemptions of Borrower by The Carlyle Group; and (d) REIT shall not dissolve, liquidate or otherwise wind up its business, affairs or assets.

REIT Covenants. (a) The Borrower shall at all times comply with all Requirements of Law and regulations necessary to maintain its status as, and election to be treated as, a REIT. (b) The Borrower may elect to list the common stock of the Borrower for trading on NASDAQ, the New York Stock Exchange or another nationally recognized exchange, subject to the prior written approval by the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed) of all organizational and other matters related to the listing, and the common stock of the Borrower shall at all times after the date of such election be listed for trading and be traded on such nationally recognized exchange unless otherwise consented to by the Administrative Agent and the Required Lenders. Xxxxxxxx agrees that any program instituted with respect to tender offer share repurchases must require the Borrower to maintain the following: (i) no Default or Event of Default exists or would result from the cash payment of any redemptions made in connection with such tender offer share repurchases, and (ii) the Borrower maintains Liquidity of not less than $50,000,000.

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REIT Covenants. (a) At all times necessary after the Closing while any portion of any Note remains outstanding, Xxxxx Oxford will hold real property (within the meaning of Treasury Regulation section 1.856-3(d)). (b) Except for such regulatory notices, consents, or approvals as may be required under applicable law, Xxxxx Oxford has taken all steps necessary such that, upon default and foreclosure of the Note, the registered holders will replace the Company as a partner in Xxxxx Oxford, and AIMCO/Bethesda has agreed that, in such circumstances, it will not unreasonably oppose the admission of the registered holders as partners therein.

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REIT Covenants. The Company agrees that in the event that any Preferred Member is a REIT Entity Preferred Member is then notwithstanding anything to the contrary set forth in this Agreement, the Company acknowledges and agrees that: (a) the business of the Company and any Subsidiaries shall be conducted so as to cause or allow the Company’s direct or indirect income and assets to meet the requirements of Sections 856(c)(2), 856(c)(3), and 856(c)(4) of the Code, as in effect from time to time (as if the Company were a REIT); provided, however, that there shall be no breach of this covenant if the Company’s direct or indirect income and assets fail to meet such requirements solely by virtue of the inclusion of the income and assets of the Initial Investments (when viewed together with all other income and assets of the Company) if the Company has used commercially reasonable efforts to prevent the Initial Investments from causing such failure; (b) notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of each of REIT Entity Preferred Member, the Company shall not (and it shall cause its Subsidiaries to not) engage in any transaction that could reasonably be characterized as a “prohibited transaction” subject to tax under Section 857(b)(6) of the Code; (c) the Company will not (nor will it cause or allow the Advisor or any of their respective subsidiaries or Affiliates, including, without limitation, any Subsidiary) take any other action, or fail to take any other action, with respect to which it is advised in writing by any REIT Entity Preferred Member, making such notice in good faith and upon the recommendation of counsel, (prior to taking or failing to take such other actions) that there is more than an insubstantial risk that the taking of such action, or failure to take such action, reasonably could be expected to result in or contribute to the related REIT Entity failing to qualify as a REIT; (d) the Company shall provide each REIT Entity Preferred Member with any information with respect to the Company and the Property reasonably requested in writing by such REIT Entity Preferred Member for the purposes of verifying whether the Company’s income and asset are treated as qualifying for purposes of the income and asset tests applicable to REITs in Section 856(c) of the Code, including, without limitation, the completion of questionnaires and REIT compliance checklists. In furtherance of the foregoing, not later than thirt...

REIT Covenants. The General Partner will use commercially reasonable efforts to ensure that each subsidiary of the Partnership intended to qualify as a REIT for United States federal income tax purposes will be organized in conformity with the requirements for qualification as a REIT under the Code. The General Partner commits to using commercially reasonable efforts to operate each such subsidiary in a manner that complies with the requirements for qualification as a REIT under the Code and avoids the imposition of tax under Code Section 857(b)(6) or (7). The General Partner agrees to use commercially reasonable efforts to cause any REIT in which the Partnership has an interest to issue consent dividends if and to the extent that the issuance of consent dividends is necessary for such REIT to avoid any liability for excise tax under Code Section 4981.

REIT Covenants. REIT will: (a) own, directly or indirectly, all of the general partnership interests in the Parent and will not sell or transfer any of its general partnership interests in the Parent (provided that REIT shall be expressly permitted to transfer its limited partnership interests in the Parent); (b) comply with all Legal Requirements to maintain, and at all times will elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code; and (c) promptly contribute to Parent the Net Proceeds of any Equity Issuances, stock sales or debt offerings.

REIT Covenants. The Partnership shall at all times through and including the end of the calendar year following the first date on which there are no Preferred Units outstanding, cause the representations in Section 3.16(b) and Section 3.19 to remain true, correct and complete. Without limitation on Investors’ rights pursuant to Section 5.02, the Partnership’s shall cause to be provided to the Investors, at the Partnership’s cost: (a) within 25 days after the end of each calendar quarter, an estimate of the Partnership’s gross assets as of such quarter-end (broken down by amount and asset type for purposes of and as specified in Section 856(c)(4) of the Code) and gross income for the year through such quarter-end (broken down by income type as determined for purposes of and as specified in Section 856(c)(2) and (3) of the Code), (b) at least five (5) Business Days prior to each quarterly estimated tax payment date for calendar year corporations, an estimate of each Investor’s share of the Partnership’s taxable income or loss with respect to such calendar quarter, and (c) within 25 days after the end of each taxable year, (i) final gross assets as of such year-end (broken down by amount and asset type for purposes of and as specified in Section 856(c)(4) of the Code) and gross income for such year (broken down by income type as determined for purposes of and as specified in Section 856(c)(2) and (3) of the Code), and (ii) estimated information necessary for the Investors to prepare any required 1099-DIV forms. This Section 5.09 shall survive the termination of this Agreement for so long as the Investors own any Preferred Units or Common Units.

REIT Covenants. Borrower shall cause REIT to comply with the following covenants: (a) REIT will not make or permit to be made, by voluntary or involuntary means, any transfer or encumbrance of its interest in Borrower, or any dilution of its interest in Borrower such that the REIT will own less than 75% of the Equity Interests in the Borrower; (b) the REIT shall not dissolve, liquidate or otherwise wind‑up its business, affairs or assets; (c) the REIT will at all times comply with all applicable provisions of the Code necessary to allow the Trust to qualify for status as a real estate investment trust; (d) the common stock of REIT to at all times be listed for trading and be traded on the NASDAQ or another national exchange approved by Agent, unless otherwise consented to by the Required Lenders.

REIT Covenants. Borrower shall cause REIT to comply with the following covenants: (a) REIT shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of general or limited partnership interests in the Borrower and the management of the business of the Borrower, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower; (b) the REIT shall not own any assets other than (i) Equity Interests of the Borrower (either directly or indirectly through a Wholly Owned Subsidiary of the REIT), (ii) money that has been distributed to the REIT by Borrower that is not in violation of §8.4 of this Agreement that is held for ten (10) Business Days or less pending further distribution to equity holders of the REIT, (iii) assets received by the REIT from third parties (including, without limitation, the proceeds from any Equity Offering), that are held for ten (10) Business Days or less pending further contribution to Borrower, (iv) such bank accounts or similar instruments (subject to the other terms hereof) as it deems necessary to carry out its responsibilities under the limited partnership agreement of the Borrower, and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of Borrower and its Subsidiaries (but which in no event shall include any real estate or interests therein, cash, cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (b)(ii) and (iii) above) or Equity Interests (other than Equity Interests permitted in clauses (b)(i) above); (c) the REIT will maintain its status, and election to be treated, as a real estate investment trust; (d) the REIT will, at all times (i) cause its common shares to be duly listed and traded on the New York Stock Exchange and (ii) file all reports required to be filed by it in connection therewith in a timely manner, after giving effect to any extensions allowed by the New York Stock Exchange or the SEC; (e) the REIT will not create or incur or suffer to be created or incurred any Lien (i) on any of its direct or indirect legal, equitable or beneficial interest in the Borrower, including, without limitation, any Distributions or rights to Distributions on account thereof or (ii) without limiting §7.18(e)(i), on other assets as security for Indebtedness in the aggregate in excess of $250,00...

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