Common use of REIT Matters Clause in Contracts

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View Entities agree that the Park View Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View Entities. Without the prior written consent of the Park View Entities, the Manager, with respect to the Park View Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Entities transactions, the Manager and the Park View Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Entities. The Manager shall provide any information related to the Park View Entities and/or any Property that is reasonably requested by the Park View Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View sxXXXX Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View sxXXXX Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View sxXXXX Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View sxXXXX Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View sxXXXX Entities agree that the Park View sxXXXX Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View sxXXXX Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View sxXXXX Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View sxXXXX Entities. Without the prior written consent of the Park View sxXXXX Entities, the Manager, with respect to the Park View sxXXXX Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View sxXXXX Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View sxXXXX Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View sxXXXX Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View sxXXXX Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View sxXXXX Entities transactions, the Manager and the Park View sxXXXX Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View sxXXXX Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View sxXXXX Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Park View sxXXXX Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View sxXXXX Entities. The Manager shall provide any information related to the Park View sxXXXX Entities and/or any Property that is reasonably requested by the Park View sxXXXX Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View AHP Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View AHP Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View AHP Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View AHP Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View AHP Entities agree that the Park View AHP Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View AHP Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View AHP Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View AHP Entities. Without the prior written consent of the Park View AHP Entities, the Manager, with respect to the Park View AHP Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View AHP Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View AHP Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View AHP Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View AHP Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View AHP Entities transactions, the Manager and the Park View AHP Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View AHP Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View AHP Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Park View AHP Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View AHP Entities. The Manager shall provide any information related to the Park View AHP Entities and/or any Property that is reasonably requested by the Park View AHP Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager Each Partner acknowledges that it has been advised that the Company a direct or indirect member (or other equity holder) of each Partner has elected or may elect to be characterized as a “real estate investment trust” (each, the “Applicable REIT, ” ) pursuant to Section 856 of the Code and agrees that the business and affairs of the Park View Entities Partnership shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Entities Partnership (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Entities Partnership (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii857(b)(6)(B) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View Entities Partnership (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View Entities Partners agree that any Partner, to the Park View Entities extent applicable, shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities Partnership or any material risk that a the Company Applicable REIT could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Entities Partnership in such manner would maximize either pre-tax or after-tax profit of the Manager or Partnership to a Partner which is not a real estate investment trust under the Park View EntitiesCode. Without the prior written consent of the Park View EntitiesGeneral Partners, the Manager, with respect to the Park View Entities, Partnership shall not knowingly (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Entities Partnership depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities Partnership shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such leaseyear; (iii) enter into any arrangement pursuant to which the Park View Entities Partnership would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Entities Partnership receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Entities Partnership transactions, the Manager and the Park View Entities both General Partners shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) subsidiaries to own or lease all or portions of the Property or to perform certain services with respect to the Property Properties to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Entities. The Manager shall provide any information related to the Park View Entities and/or any Property that is reasonably requested by the Park View Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View Belpointe Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Belpointe Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Belpointe Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View Belpointe Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View Belpointe Entities agree that the Park View Belpointe Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Belpointe Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Belpointe Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View Belpointe Entities. Without the prior written consent of the Park View Belpointe Entities, the Manager, with respect to the Park View Belpointe Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Belpointe Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Belpointe Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View Belpointe Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Belpointe Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Belpointe Entities transactions, the Manager and the Park View Belpointe Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View Belpointe Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Belpointe Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Belpointe Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Belpointe Entities. The Manager shall provide any information related to the Park View Belpointe Entities and/or any Property that is reasonably requested by the Park View Belpointe Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager Each Member acknowledges that it has been advised that a direct or indirect member of Investor (the Company “Hxxxxxx REIT”) has elected or may elect to be characterized as a REIT, “real estate investment trust” pursuant to Section 856 of the Code and agrees that the business and affairs of the Park View Entities Company shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Entities Company (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, ; (ii) the amount of any income received by the Park View Entities Company (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii857(b)(6)(B) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) ); and (iii) the amount of assets held by the Park View Entities Company (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View Entities Members agree that the Park View Entities Investor shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities Company or any material risk that a the Company Hxxxxxx REIT could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Entities Company in such manner would maximize either pre-tax or after-tax profit of the Manager or Company to a Member that is not a real estate investment trust under the Park View EntitiesCode. Without the prior written consent of the Park View EntitiesInvestor, the Manager, with respect to the Park View Entities, Company shall not knowingly (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Entities Company depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities Company shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed fifteen percent (15% %) of the total rent for such year with respect to such leaseyear; (iii) enter into any arrangement pursuant to which the Park View Entities Company would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Entities Company receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Entities Company transactions, the Manager and the Park View Entities both Members shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property subsidiaries to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Entities. The Manager shall provide any information related to the Park View Entities and/or any Property that is reasonably requested by the Park View Entities with respect to REIT qualification matters of the Company.

REIT Matters. (a) The Manager Investor acknowledges that Captec is a real estate investment trust (a "REIT") within the meaning of Code Section 856 et seq., which generally is not subject to federal income taxation on net income if it has been advised that complies with the Company has elected or may elect applicable asset composition, source of income, shareholder diversification, distribution, and other requirements of the Code necessary for a corporation to be characterized qualify as a REIT, REIT and to avoid federal income taxation on its undistributed income. The Investor agrees that the business and affairs of the Park View Entities shall Venture will be managed with a view to minimizing (i) avoiding activities or income of the amount of gross income received by the Park View Entities (directly or indirectly) Venture that would not constitute (A) “rents from real property” result in disqualification of Captec as defined in Section 856 a REIT or cause it to incur any federal income tax liability, each determined as if the Venture were the sole investment of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”)REIT. The Manager and the Park View Entities agree Investor agrees that the Park View Entities Developer shall be entitled to exercise its duties as Administrative Agent and exercise any vote, consent, election election, or other right under this Agreement in accordance with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, preceding sentence and without regard to whether conducting the business of the Park View Entities Venture in such a manner would will maximize either pre-tax or after-tax profit of the Manager Venture to a Venturer that is not a REIT. Nothing in this Section 8.5 is intended to authorize the Venture or the Park View EntitiesDeveloper to enter into any transaction which would not be permitted under the Business Plan. This Section 8.5 is intended to provide that the Administrative Agent will avoid causing the Venture to enter into transactions which would otherwise be permitted by the Business Plan. (b) In particular, for so long as Captec is a REIT (or unless applicable law is changed to permit the following activities by a REIT), it is the intention of the Venturers that the Venture shall be managed as follows: (i) For each taxable year, the gross income of the Venture (for purposes of the income tests set forth in Section 856(c)(2) and (3) of the Code, and excluding gross income from "prohibited transaction" as defined in Section 857(b)(6)(B)) (such allocation of gross income, the "REIT Gross Income") that fails to qualify as one of the following shall not exceed twenty-five percent (25%) of the gross income of the Venture; (a) "rents from real property" within the meaning of Section 856(d) of the Code (determined with respect to the Venture as if the Venture were a REIT for federal income tax purposes, subject to the modifications set forth below), (b) interest on obligations secured by mortgages on real property or on interests in real property, (c) gain from the sale or other disposition of real property (including interests in real property and interests in mortgages on real property) which is not described in Section 1221(l) of the Code, (d) dividends or other distributions on, and gain from the sale or other disposition of transferable shares in qualifying REIT's, or (e) amounts described in Sections 856(c)(3)(E) through 856(c)(3)(I) of the Code. (ii) For each taxable year, the gross income of the Venture that fails to qualify as one of the following shall not exceed five percent (5%) of the gross income of the Venture: (a) the items of income described in paragraph (i) hereof (other than those described in Section 856(c)(3)(I) of the Code), (b) gain realized from the sale or other disposition of stock or securities which are not property described in Section 1221(l) of the Code, (c) interest, (d) dividends, or (e) income derived from payments to the Venture on interest rate swap or cap agreements, options futures contracts, forward rate agreement or other similar financial instruments entered into to reduce the interest rate risks with respect to any indebtedness incurred or to be incurred to acquire or carry real estate assets, or gain from the sale or other disposition of such an investment. (iii) As of the end of the last day of each quarter of each of the Venture's taxable years, not more than twenty-five percent (25%) of the total assets of the Venture (for purposes of the seventy-five percent (75%) asset test set forth in Section 856(c)(4) of the Code) will fail to qualify as one of the following: (a) real estate assets within the meaning of Section 856(c)(5) of the Code, (b) cash and cash items (including receivables which arise in the ordinary course of the Venture's operations, but not including receivables purchased from another person), or (c) Government securities. (iv) The Venture will not own, directly or indirectly, more than ten percent (10%) of the voting securities (as defined for purposes of Section 856(c)(4)(B) of the Code) of any issuer that is treated as a corporation for federal income tax purposes. (v) The Venture will not hold, directly or indirectly, any (a) stock in trade or other property of a kind which would properly be includable in inventory at hand at the close of a taxable year or (b) property held primarily for sale to customers in the ordinary course of a trade or business, unless the disposition of such property is expected to result in the recognition of no more than de minimis gains by the Venture. (vi) The Venture will not hold, directly or indirectly (as determined for purposes of Section 860E of the Code) any REMIC residual interests. (vii) The activities of the Venture will be conducted in accordance with the Agreement, and the Venture will not be properly classified as a corporation for federal income tax purposes. The Venture shall not elect to be taxed as a corporation for federal income tax purposes or otherwise take or omit to take any action that reasonably could be expected to cause the Venture to be a corporation, or to be treated as an association taxable as a corporation, for federal income tax purposes. (viii) The Venture will, as an when requested, make available to the Developer a list of all entities that the Venture (and any entity that is treated as a partnership or disregarded entity for federal tax purposes in which the Venture hods, or is treated as holding, an interest) uses to provide services to tenants or with respect to the properties in which the Venture owns a direct or indirect interest the Venture is treating as an "independent contractor" (within the meaning of Section 856(d)(3) of the Code and Treasury Regulation Section 1.856-4(b)(5)(iii)) for purposes of determining compliance with the covenants set forth in clauses (i) and (ii) above. At least ten (10) days prior to entering into any contract or other arrangement with a party whose status as an independent contractor with respect to the Developer could affect the characterization of amount received or accrued, directly or indirectly, by the Venture as "rents from real property" when allocated to the Developer, the Venture shall provide the Developer with written notice of the identity of such party. The Venture shall not, directly or indirectly, enter into any contract or other arrangement that involves or would require treating as an "independent contractor" for these purposes any person identified by the Developer in a written notice to the Venture; provided that any such restriction shall be solely for the purpose of maintaining the REIT status of Captec. If such contracts or other arrangements are already in place at the time the written notice is provided by the Developer, then the Venture shall take all commercially reasonable steps to terminate such contracts or other arrangements. (ix) The Venture shall use commercially reasonable efforts to make distributions to its Partners in accordance with Article VI, in amounts large enough such that the Developer will receive an amount sufficient to permit Captec (assuming hypothetically that it were a REIT and that its interests in the Venture constituted its only asset) to satisfy the distribution requirements for REIT status and to avoid the imposition of any taxes under Section 857 or 4981 of the Code with respect to the taxable year of the Venture to which the Developer's request relates. Further, the Venture shall be obligated to make distributions in the amounts contemplated by Section 8.5(b)(ix) only upon the written request of the Developer, accompanied by a certificate signed by an officer of Captec as general partner of the Developer stating that Captec and the Developer have made all commercially reasonable efforts to obtain sufficient funds from other sources. The Venture shall not be required to borrow funds to fulfill any obligations to make distributions to the Developer without the prior written consent of all Venturers. (x) Without the prior written consent of the Park View EntitiesDeveloper, the ManagerVenture will not, with respect directly or indirectly, acquire securities issued by, or otherwise enter into any arrangement which will cause the Venture directly or indirectly to derive income from any person identified by the Developer on a written notice provided to the Park View EntitiesVenture prior to the acquisition of such securities or the entering into of such arrangement; provided that any such restriction shall be solely for the purpose of maintaining the REIT status of Captec. (c) For purposes of the covenants in this Section 8.5, the assets and gross income of the Venture will be determined as if the Venture were a REIT. Thus, the Venture will be deemed to own its proportionate share (determined in accordance with Treasury Regulations ss. 1. 856-3(g)) of each of the assets of each entity that is treated as a partnership or disregarded entity for federal tax purposes in which the Venture holds, or is treated as holding, an interest and will be deemed to derive directly the income of such entities attributable to such share. Notwithstanding the foregoing, the determination of compliance with these covenants shall be made by reference to Captec as the REIT, and the Venture will not be treated as a REIT (i) enter into for purposes of determining whether a subsidiary of the Venture is a "qualified REIT subsidiary" within the meaning of Section 856(I) of the Code, (ii) for purposes of determining whether amounts received from a tenant of the Venture would be "related party rent" as described in Section 856(d)(2)(B) of the Code (except that no tenant shall be considered a "related party tenant" for such purposes if the Venture does not own, directly or indirectly, any interest in that tenant unless the Developer has notified the Venture in writing that such tenant would be considered to be a "related party tenant" as to the Developer or the REIT), and (iii) for purposes of determining whether an entity or person that provides services to tenants of the Venture meets the definition of an "independent contractor," as set forth in Section 856(d)(3) of the Code and Treasury Regulation Section 1.856-4(b)(5)(iii). (d) So long as the provisions of Section 8.5(b) remain in effect, the Venture shall deliver to the Developer, at such times as may be requested by the Developer upon reasonable notice to the Venture, a certificate, or certificates signed by an authorized person to the effect that the Venture has complied with the covenants set forth in Section 8.5(b) through the date of such certificate or certificates and that such person anticipates that the Venture will continue to comply with such covenants. Such certificate or certificates also will contain such other certifications, in a form and substance reasonably satisfactory to the Developer, as the Developer shall reasonably request, that relate to matters involving the Venture that reasonably could be anticipated to bear upon Captec's status as a REIT. In addition, the Venture shall cooperate (including, without limitation, by providing information and documents relating to the income and assets of the Venture) with the Developer, even if the Developer at such time no longer holds an interest in the Venture, in addressing issues raised by any taxing authority in any audit or similar proceeding relating to the Developer or any of its affiliates that relate to or arise out of the Developer's investment in the Venture. (e) This Section 8.5 is for the exclusive benefit of the Developer and Captec, their direct and indirect owners and subsidiaries, and any successor or assign of all or substantially all of the assets of the Developer or its general partner (in which case references hereto to the Developer or Captec shall be treated as references to such successors or assignees), provided that such succession or assignment is otherwise permitted by the terms of this Agreement. The provisions of this Section 8.5 may be waived by the Developer in its sole discretion. (f) For purposes of this Section 8.5 and certifications made by the Venture hereunder, the Venture will not treat as "rent from real property" any of the following: (i) rent attributable to personal property, except where the personal property is leased under, or in connection with, the rental of real property where the average of the adjusted bases of the personal property at the beginning and at the end of the taxable year does not exceed fifteen percent (15%) of the average of the aggregate adjusted bases of the real property and the personal property leased under such lease pursuant to which at the beginning and at the end of such taxable year within the meaning of Section 856(d)(1) of the Code; (ii) any rent received or accrued, directly or indirectly, where the determination of any the amount of rent to be received (directly or indirectly) by the Park View Entities depends in whole or in part on the income or profits of any person (other than amounts from the property, except where rent is based upon on a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View Entities would receive (directly or indirectly) any “impermissible tenant service income” sales within the meaning of Section 856(d)(7856(d)(2)(A) of the Code; and (iviii) undertake any sales rent (or dispositions any other consideration under a lease) received or accrued, directly or indirectly, from any person on which the Developer or its general partner owns, directly or indirectly, (a) in the case of property a corporation, ten percent (10%) or more of the total combined voting power of all classes of stock entitled to vote, or ten percent (10%) or more of the total number of shares of all classes of stock, or (b) in the case of an entity other than a corporation, an interest of ten percent (10%) or more in the assets or net profit of such entity. For purposes of this paragraph, ownership will be determined by taking into account the constructive ownership rules of Section 318(a) of the Code (as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to modified by Section 857(b)(6)(B)(iii856(d)(5) of the Code; ). (g) For purposes of this Section 8.5 and certifications made by the Venture hereunder, the Venture will not treat as "interest" any interest received or (v) otherwise engage in any transaction which wouldaccrued, directly or likely wouldindirectly, result in where the Park View Entities receiving more than a de minimis determination of the amount of Bad REIT Income interest depends on the income or owning more than profits of any person, except where interest is based on a de minimis amount fixed percentage or percentages of Bad REIT Assets. In structuring receipts or sales within the Park View Entities transactions, meaning of Section 856(f)(1)(A) of the Manager Code (or to the extent otherwise treated as interest under Section 856(f)(1)(B) of the Code and the Park View Entities Treasury Regulations promulgated thereunder. (h) The foregoing provisions of this Section 8.5 shall consider in no event preclude a liquidation of the use Venture or the sale of a taxable REIT subsidiary the Properties or Subsidiaries or other assets of the Venture in accordance with the provisions of this Agreement (each a “TRS”without regard to Section 8.5) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of affect the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement to take into account such TRS Entity, and the Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View Entities. The Manager shall provide any information related to the Park View Entities and/or any Property that is reasonably requested by the Park View Entities with respect to REIT qualification matters of the Companyterms thereof.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View NL Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Park View NL Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View NL Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Park View NL Entities (directly or indirectly) that are not “real estate assets” or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Park View NL Entities agree that the Park View NL Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View NL Entities or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View NL Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View NL Entities. Without the prior written consent of the Park View NL Entities, the Manager, with respect to the Park View NL Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View NL Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View NL Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View NL Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View NL Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View NL Entities transactions, the Manager and the Park View NL Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View NL Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Park View NL Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Park View NL Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View NL Entities. The Manager shall provide any information related to the Park View NL Entities and/or any Property that is reasonably requested by the Park View NL Entities with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Park View Entities Company shall be managed with a view to minimizing (i) the amount of gross income received by the Park View Entities Company (directly or indirectly) that would not constitute (A) “"rents from real property” " as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Park View Entities Company (directly or indirectly) from any “"prohibited transactions” " as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “"Bad REIT Income”") and (iii) the amount of assets held by the Park View Entities Company (directly or indirectly) that are not “"real estate assets” " or other types of assets described in Section 856(c)(4)(A) of the Code (“"Bad REIT Assets”"). The Manager and the Park View Entities Company agree that the Park View Entities Company shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Park View Entities Company or any material risk that a the Company could be disqualified as a real estate investment trust under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Park View Entities Company in such manner would maximize either pre-tax or after-tax profit of the Manager or the Park View EntitiesCompany. Without the prior written consent of the Park View EntitiesCompany, the Manager, with respect to the Park View EntitiesCompany, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Park View Entities Company depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Park View Entities Company shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Park View Entities Company would receive (directly or indirectly) any “"impermissible tenant service income” " within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “"prohibited transactions” " pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Park View Entities Company receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Park View Entities Company transactions, the Manager and the Park View Entities Company shall consider the use of a taxable REIT subsidiary (each a “"TRS”") or an affiliate of a TRS (together with a TRS, each a “"TRS Entity”") to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Park View Entities Company shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “"TRS Lease”") to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “"TRS Services Agreement”"). Upon such election by the Park View EntitiesCompany, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Park View Entities Company shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Park View EntitiesCompany. The Manager shall provide any information related to the Park View Entities Company and/or any Property that is reasonably requested by the Park View Entities Company with respect to REIT qualification matters of the Company.

REIT Matters. The Manager acknowledges that it has been advised that the Company has elected or may elect to be characterized as a REIT, and agrees that the business and affairs of the Echo Park View Entities shall be managed with a view to minimizing (i) the amount of gross income received by the Echo Park View Entities (directly or indirectly) that would not constitute (A) “rents from real property” as defined in Section 856 of the Code or (B) interest, dividends, gain from sales or other types of income, in each case, described in Section 856(c)(3) of the Code, (ii) the amount of any income received by the Echo Park View Entities (directly or indirectly) from any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (together with the income described in clause (i) of this sentence, “Bad REIT Income”) and (iii) the amount of assets held by the Echo Park View Entities (directly or indirectly) that are not “real estate assets” (within the meaning of Section 856(c)(5)(B)) or other types of assets described in Section 856(c)(4)(A) of the Code (“Bad REIT Assets”). The Manager and the Echo Park View Entities agree that the Echo Park View Entities shall be entitled to exercise any vote, consent, election or other right under this Agreement with a view to avoiding (or minimizing) the amount of Bad REIT Income or Bad REIT Assets of the Echo Park View Entities or any material risk that a the Company could be disqualified as a real estate investment trust REIT under the Code or could be subject to any additional taxes under Section 857 of the Code or Section 4981 of the Code, in each case, without regard to whether conducting the business of the Echo Park View Entities in such manner would maximize either pre-tax or after-tax profit of the Manager or the Echo Park View Entities. Without the prior written consent of the Park View EntitiesBoard, the Manager, with respect to the Echo Park View Entities, shall not (i) enter into any lease pursuant to which the determination of any rent to be received (directly or indirectly) by the Echo Park View Entities depends in whole or in part on the income or profits of any person (other than amounts based upon a fixed percentage or percentages of receipts or sales); (ii) enter into any lease pursuant to which the Echo Park View Entities shall receive (directly or indirectly) rents attributable to personal property except for a lease pursuant to which the personal property is leased in connection with the lease of real property and the rent attributable to the personal property for any taxable year does not exceed 15% of the total rent for such year with respect to such lease; (iii) enter into any arrangement pursuant to which the Echo Park View Entities would receive (directly or indirectly) any “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code; (iv) undertake any sales or dispositions of property as a dealer for federal income tax purposes which sales would be treated as “prohibited transactions” pursuant to Section 857(b)(6)(B)(iii) of the Code; or (v) otherwise engage in any transaction which would, or likely would, result in the Echo Park View Entities receiving more than a de minimis amount of Bad REIT Income or owning more than a de minimis amount of Bad REIT Assets. In structuring the Echo Park View Entities transactions, the Manager and the Echo Park View Entities shall consider the use of a taxable REIT subsidiary (each a “TRS”) or an affiliate of a TRS (together with a TRS, each a “TRS Entity”) to own or lease all or portions of the Property or to perform certain services with respect to the Property to minimize the impact of Bad REIT Income. In connection therewith, the Echo Park View Entities shall, in its sole discretion, have the unilateral right to (x) lease all or any portion of the Property (a “TRS Lease”) to a TRS Entity or (y) enter into a services agreement with a TRS Entity to have such TRS Entity perform certain services (including, but not limited to, any non-customary services) with respect to the Property (the “TRS Services Agreement”). Upon such election by the Echo Park View Entities, the Manager will cooperate to facilitate the implementation of the TRS Lease or TRS Services Agreement, including, without limitation, entering into an agreement to provide similar services (but not duplicative) to such TRS Entity as under this Agreement, and any corresponding amendment to this Agreement agreement to take into account such TRS Entity, and the Echo Park View Entities shall have the right to cause such TRS Entity to pay its allocated share of the fees and expenses payable to the Manager hereunder. The form of such agreement, and any corresponding amendments to this Agreement, shall be reasonably satisfactory to the Manager and the Echo Park View Entities. The Manager shall provide any information related to the Echo Park View Entities and/or any Property that is reasonably requested by the Echo Park View Entities with respect to REIT qualification matters of the Company.